Item 1.01
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Entry into a Material Definitive Agreement.
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On December 28, 2016, Noble Holding
International Limited (the Issuer), an indirect, wholly-owned subsidiary of Noble-U.K. and Noble-Cayman, issued and sold $1,000,000,000 aggregate principal amount of its 7.750% Senior Notes due 2024 (the 2024 Notes), in an
underwritten registered offering under the Securities Act of 1933, as amended.
The 2024 Notes were issued under an Indenture, dated
March 16, 2015 (the Base Indenture), between the Issuer and Wells Fargo, N.A., as trustee (the Trustee), as amended and supplemented by a Second Supplemental Indenture, dated December 28, 2016 (together with the
Base Indenture (insofar as such indenture governs the 2024 Notes but not as it relates to any other debt securities that may be issued), the Indenture), among the Issuer, Noble-Cayman and the Trustee. The Indenture provides for the full
and unconditional guarantee by Noble-Cayman of the punctual payment of the principal of, premium, if any, interest on and all other amounts due under the 2024 Notes and the Indenture (the Guarantee).
The Issuer expects to receive net proceeds from the sale of the 2024 Notes of approximately $967,600,000, after deducting underwriting
discounts and estimated offering expenses. The Issuer intends to use the net proceeds, together with cash on hand, to pay the purchase price and accrued interest (together with fees and expenses) in the tender offers (the Tender Offers)
to purchase for cash, subject to certain conditions, up to $750,000,000 aggregate purchase price, excluding accrued interest, of the Issuers 4.90% Senior Notes due 2020 (the 2020 Notes), 4.625% Senior Notes due 2021 and 3.95%
Senior Notes due 2022. If the Tender Offers, which are subject to market conditions and other factors, including a $300,000,000 cap with respect to the 2020 Notes and the completion of the offering of the 2024 Notes for gross proceeds of at least
$750,000,000, are not consummated, or the aggregate purchase price of the notes tendered in the Tender Offers and accepted for payment is less than the net proceeds of the offering, the Issuer will use the remainder of those proceeds for general
corporate purposes, which may include the further retirement of debt, including the purchase of debt in open market or privately negotiated transactions.
Interest on the 2024 Notes will accrue from December 28, 2016 at a rate of 7.750% per annum. Interest on the 2024 Notes will be
payable by the Issuer on January 15 and July 15 of each year, beginning on July 15, 2017. The 2024 Notes will mature on January 15, 2024.
The Issuer will have the option to redeem the 2024 Notes, at any time or from time to time, in whole or in part and on any date before
maturity. The redemption price for the 2024 Notes to be redeemed at any time on or after October 15, 2023 (three months prior to the maturity date) will be equal to 100% of the principal amount of the 2024 Notes being redeemed plus accrued
interest to the redemption date. The redemption price for the 2024 Notes to be redeemed at any time prior to October 15, 2023 will be equal to 100% of the principal amount of the 2024 Notes being redeemed plus (1) accrued interest to the
redemption date and (2) a make-whole premium, if any. Upon (i) the occurrence of a change of control and (ii) a downgrade of the rating of the 2024 Notes by Moodys Investors Service, Inc. and S&P Global Ratings, the Issuer
will be required to make an offer to repurchase all outstanding 2024 Notes at a price in cash equal to 101% of the aggregate principal amount of the 2024 Notes repurchased, plus any accrued and unpaid interest to the repurchase date.
The Indenture contains certain covenants and restrictions, including, among others, restrictions on the ability of Noble-Cayman and its
subsidiaries to create or incur secured indebtedness, enter into certain sale and leaseback transactions, merge or consolidate with another entity, sell assets and undergo a change of control.
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The foregoing description is qualified in its entirety by reference to the Base Indenture and the
Second Supplemental Indenture, including the form of the 2024 Notes and the Guarantees attached thereto, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.