Noble Group

[cyclone]

Noble Paid Its Co-CEO $20 Million as Losses Hit $5 Billion

By Jack Farchy  and Javier Blas
March 5, 2018, 5:00 AM GMT+8 Updated on March 5, 2018, 10:48 AM GMT+8

Noble Group Ltd. handed its outgoing co-Chief Executive Officer Jeff Frase a remuneration package worth about $20 million last year, even as the commodity trader slumped to a record loss of almost $5 billion.

The scale of the award, reported in Noble’s annual financial statements last week, is likely to provoke consternation as the embattled trading house attempts to secure agreement from its creditors and shareholders for a restructuring plan that would impose heavy losses.

The remuneration is more than the $15 million than Noble has offered to pay holders of its perpetual bonds, which have a face value of $400 million. Under the current debt restructuring plan, perpetual bondholders, which rank below other debt securities, will suffer a 96.25 percent loss in face value.

More details in https://www.bloomberg.com/news/articles/...-5-billion

[cyclone]

This Clause in Noble's Restructuring Plan Is Raising Concern

By Denise Wee
March 7, 2018, 4:30 AM GMT+8 Updated on March 7, 2018, 10:22 AM GMT+8

As embattled commodities trader Noble Group Ltd. scrambles to win support for its controversial debt restructuring proposal, one focus among some observers is a clause in the plan that releases the company and its representatives from claims made by senior creditors.

On page 5 of the restructuring term sheet, the clause states that the arrangement provides the “full release of any and all other claims” that any senior creditor may have against Noble Group, its management, directors, advisers, agents and representatives in relation to its existing senior debt.

“Such language aims to absolve Noble, its advisers and representatives from claims or legal action related to its senior creditors’ pre-existing debt securities,” said Basil Hwang, a managing partner at Hwang Hauzen LLP, who specializes in financial regulation.

More details in https://www.bloomberg.com/news/articles/...g-concerns

[cfa]

Why is there a need to include this clause if there is no irregularity ?

[Big Toe]

1. In such a company, instead of looking for abnormalities and irregularities, we should be looking at what's normal and regular. Because I dont think there there is anything functioning normally right now.

2. Shareholders/all investors/creditors lose big time, a difference between losing 100% or maybe 90-99%. Management wins big time. Even if they do not get any compensation or new shares, they still take home salaries for running the company into the ground. (Ok, so there are changes in management and people may not be the same but you get the drift...)

[CY09]

I happened to chance upon Noble's AGM attendees last year while attending FSL's AGM which were at the same venue (but different rooms).

The atmosphere among Noble's minority shareholders were negative. Heard a lot of "finger pointing" were made and that Noble mgmt assured the company would turn around. 1 year on, shareholders had to endure the biggest loss reported by Noble as well as a plunge in the value of Noble's share by 90%.

Personally, I think there were a lot of abnormalities to the extent that Noble inserted that clause as mentioned in Cyclone's post. [I personally thought Noble had recorded all the impairments before Q4 and I was wrong]. I wonder what the mood in the upcoming AGM will be like. Instead of booking 1 room, Noble probably needs to book the hall at Suntec instead to house the numerous angry attendees.

It is very hard to analyse Noble's balance sheet now when one is unsure about the credibility of its balance sheet items.

On a side note, SGX has now stepped in to force Noble to appoint an IFA. Personally, I would prefer that SGX appoints the IFA as there may be a conflict of interest

http://infopub.sgx.com/FileOpen/Noble%20...eID=492168

[realanalyst]

Currently the trader is worth Minus -$US900M. Which is about the equity+the perpetuals value. The 70% $ US3.5B debt-for-equity Swap would still leave a company of minus $US450-500M equity...

Zero or less than one-fourth of 1 percent will be left to the noble existing equity or perpetual holders.

If they, the bondholders, say NO, they can aspire a recovery of between 45-55c on the dollar.

The deal is an ASYMMETRY for the management.

If the company (that they bankrupted) 'goes into liquidation', they pocketed fees, going away with millions in salaries & bonuses.
If the company does not go in liquidation, the failed management and its failed VPs also end up winning a 20% stake in the reformed entity, are absolved from criminal prosecutions perpetuating the siphoning with the next-to become-losers...

-
To sum up they win, you lose.

https://noblegroupresearch.wordpress.com...gn-actors/

[cyclone]

Noble Group Signs Debt Restructure Agreement

By Lianting Tu  and David Yong
March 14, 2018, 11:31 AM GMT+8 Updated on March 14, 2018, 12:37 PM GMT+8

Noble Group Ltd. has signed an agreement with a group of senior creditors to reorganize about $3.5 billion of debt, marking further progress in a deal that will halve the company’s debt and give creditors control of the embattled commodity trader.

The ad hoc group of creditors that signed a binding restructuring support agreement holds 46 percent of its senior debt, Noble Group said in a Singapore stock exchange filing Wednesday. Deutsche Bank AG has also signed up to the plan, while ING Bank NV is in process of acceding to it. Both lenders own 4 percent of the senior claims, it said.

...

Noble Group unveiled an in-principle agreement with the ad hoc group in late January. Among new details in today’s filing:

* Management, which has an option to buy 10 percent stake from senior creditors, will share half of that option with prevailing shareholders that’s exercisable over five years
* Noble will grant management a one-off performance-based option to subscribe a further 5 percent equity in the company, with target equity value of $2.1 billion; management will share half of that option with shareholders
* Noble Group will get a $600 million three-year trade finance facility, a type of funding that’s backed by actual supplies of commodities, and a $100 million hedging instrument
* The company has also improved the payout for holders of perpetual bonds, which don’t have a maturity date, to $25 million, from $15 million tabled in January

More details in https://www.bloomberg.com/news/articles/...bt-holders
or :
1. http://infopub.sgx.com/FileOpen/New%20No...eID=492730
2. http://infopub.sgx.com/FileOpen/New%20No...eID=492729

[realanalyst]

Noble Group Paid $20 Million to Retain Oil Traders Last June
By Jack Farchy
14 March 2018, 11:48 GMT-4

Company responds to questions on pay of former co-CEO Frase
Shareholders are scrutinizing management rewards in debt deal

Noble Group Ltd., the embattled commodity trader seeking to secure investor support for a major debt restructuring, paid $20 million in retention payments to senior staff at its U.S. oil and gas business last June.

The company revealed the payments Wednesday in response to questions from the Singapore Exchange on the remuneration of its former co-Chief Executive Officer Jeff Frase, who led the oil business. Frase received a $20.2 million package last year, Bloomberg reported previously, even as Noble slumped to a record loss, with the oil and gas unit contributing a net loss of $1.05 billion.

Following the exchange’s request to clarify Frase’s pay, Noble said its banks had forced it to make the retention payments to senior staff. The company didn’t say how much of the $20 million went to Frase, but it did separately disclose a breakdown of his remuneration.

It included a $3.8 million lump-sum payment, while a $3.82 million loan was written off. Salary and salary-in-lieu totaled $1.39 million. It also included $7.65 million of his prior year’s bonus -- “released from clawback” -- as a non-cash item.

Frase resigned as co-CEO and head of global oil liquids at Noble in November, after the company agreed to sell its remaining oil-trading business to Vitol Group.

Noble’s banks required the distribution of retention payments to senior staff at Noble Americas Corp. “as part of their support and forbearance for NAC during the sale process, and in order to keep the business stable,” the company said.

https://www.bloomberg.com/news/articles/...-last-june

the business stable part is troubling

[BlueKelah]

For 2018, it looks like FED interest rate will go up, USD will appreciate and oil prices will start to taper down. Noble is already a dead fish, seriously doubt any restructuring is going to help if the oil/commodity industry does not have a big turnaround. Expecting more losses to be reported over the next few quarters if co. can survive that long.

[CY09]

https://www.theedgesingapore.com/goldilo...areholders

One of Noble's major shareholders still finds the deal unpalatable.

My stand still holds firm, the regulators of Singapore should appoint their own financial advisor to ensure there is a truly independent assessment if the restructuring is fair to shareholders (ex Elman); instead of asking Noble to hire its own. It's a pity that SGX has been a fairly ineffective regulator and "protector of shareholders" over these few years.