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Noble Group completes $3.5 billion restructuring to emerge as smaller, unlisted firm

Stock MarketsDec 19, 2018 10:41PM ET
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© Reuters. FILE PHOTO: Noble Group faces regulatory probe, days before closing $3.5 bln restructuring deal

SINGAPORE (Reuters) - Noble Group (SI:NOBG), the once mighty commodity trader, on Thursday completed its drawn out $3.5 billion debt restructuring to emerge as a smaller, unlisted Asia-focused coal-trading business.

The completed restructuring effectively closes the saga of Noble's collapse from Asia's biggest commodity trader with a market value of over $6 billion to less than $80 million that began in February 2015 when its accounting practices were questioned by Iceberg Research.

To bolster itself, Noble sold billions of dollars of assets, took hefty writedowns and cut hundreds of jobs, while defending its accounting.

"The completion of the company's restructuring allows the company's business to move forward under its new holding company, Noble Group Holdings Ltd," the company said in a statement to the Singapore Exchange (SGX).

Seventy percent of the shares of Noble Group Holdings will be held by a so-called special purpose vehicle representing the previous company's creditors, with 20 percent held by the shareholders of the previous company and 10 percent by the management, the statement said.

The debt-for-equity restructuring plan was in the works for nearly two years but was thrown into disarray after Singaporean authorities last month started investigating the company.

The authorities blocked the relisting of the restructured company on the SGX because of concerns about its financial position. Trading in Noble shares was suspended last month.

That forced Noble to push ahead with the restructuring by asking a Bermuda court to appoint an officer, known as a "light-touch" provisional liquidator, to facilitate the process.

The provisional liquidation program allows a company "in the zone of insolvency" to move forward with a restructuring while any actions to wind up the company by creditors are on hold, according to an industry note issued in July by Bermuda-based law firm Taylors, part of global law firm Walkers.

The provisional liquidator will stay in office pending further discussions by the creditors and decisions by the Bermuda court, the statement said.

The reorganization will give Noble Group Holdings a fully restructured balance sheet as well as committed trade and hedging facilities of $800 million, according to the statement.

While the revamped company is set to press forward, the Singaporean investigations may linger.

Noble Group said in Thursday's statement that it sent a detailed response on Dec. 11 to the city-state's accounting regulators to address the allegations raised in November.

Noble said it continued "to hold the strong view that all of its financial statements have been prepared in accordance with all relevant accounting standards."

Citing the Singapore investigations, Noble said it needed to reconsider the "most appropriate" composition of the board of directors of the restructured company, which will take more time to complete.

Paul Brough, Noble's current chairman, agreed to become the first chairman of Noble Group Holdings until a suitable successor has been identified, it said. Brough, a restructuring veteran, had previously said he would step down once the restructuring was completed.

The company was set to appoint Ian Potter, a former senior banker at Morgan Stanley (NYSE:MS), as its next chairman in a few weeks, sources with knowledge of the matter said last month.

Noble Group completes $3.5 billion restructuring to emerge as smaller, unlisted firm
 

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