Item 1.01. Entry into a Material Definitive Agreement.
On February 24, 2017, Noble Energy Mediterranean Ltd. (“NEML”), a wholly owned subsidiary of Noble Energy, Inc. (“Noble Energy”), and NEML Leviathan Finance Company Ltd., a wholly owned subsidiary of NEML (“Borrower”), entered into a facility agreement (“Facility Agreement”) with Societe Generale, BNP Paribas, Crédit Agricole Corporate and Investment Bank, ING Bank N.V., and Natixis, acting as lead arrangers. The Facility Agreement provides for a limited recourse secured term loan facility with an aggregate principal borrowing amount of up to $1.0 billion (the “Facility”), of which $625 million will initially be committed. The Facility will be undrawn at close. Any loans borrowed under the Facility Agreement will be available to fund a portion of Noble Energy’s share of costs for the initial phase of development of the Leviathan field offshore Israel. Noble Energy’s interests in the Leviathan field and related assets are held by NEML and its subsidiaries.
Leviathan first gas is targeted for the end of 2019, and Borrower will begin to repay amounts borrowed under the Facility Agreement on a quarterly basis following production startup for the first phase of development. Repayment will be in accordance with an amortization schedule set forth in the Facility Agreement, with a final balloon payment of no more than 35% of the loans outstanding. The Facility matures eight years from signing. Borrower can prepay the Facility at any time, in whole or in part, without penalty. The Facility Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. The Facility Agreement also includes a prepayment mechanism that reduces the final balloon amount if cash flows exceed certain defined coverage ratios.
Amounts borrowed under the Facility Agreement will accrue interest at the London interbank offered rate, or LIBOR, plus a margin of 3.50% per annum prior to production startup, 3.25% during the period following production startup until the last two years of maturity, and 3.75% during the last two years until the maturity date. Borrower is also required to pay a commitment fee equal to 1.00% per annum on the unused commitments under the Facility Agreement until the beginning of the repayment period.
The Facility Agreement is secured by a first priority security interest in substantially all of NEML's interests in the Leviathan field and its marketing subsidiary, and in assets related to the initial phase of the project. All of NEML’s revenues from the first phase of Leviathan development will be deposited in collateral accounts. Borrower is required to maintain a debt service reserve account for the benefit of the lenders under the Facility. Once servicing accounts are replenished and debt service made, all remaining cash will be available to Noble Energy and its subsidiaries.
Certain lenders that are a party to the Facility Agreement have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending or commercial banking services for Noble Energy and its subsidiaries, for which they have received, and may in the future receive, customary compensation and reimbursement of expenses.