Withdrawal of Registration Statement (rw)
November 24 2020 - 5:04PM
Edgar (US Regulatory)
Noble Holding Corporation plc
13135 Dairy Ashford, Suite 800
Sugar Land, Texas 77478
November 24, 2020
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
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Re:
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Noble Holding Corporation plc - Application for Withdrawal of Registration Statement on Form S-3ASR (File No. 333-228167), Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-228167) and Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-228167)
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Ladies and Gentlemen:
Reference is
made to the Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission (the Commission) by Noble Holding Corporation plc, formerly Noble Corporation plc (the
Registrant), on November 5, 2018 (File No. 333-228167) (the S-3ASR), the Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 (File No. 333-228167) filed with the Commission by the Registrant on February 20, 2020 (the POSASR) and
the Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-228167) filed with the Commission by the Registrant on
February 20, 2020 (the POS AM and, collectively with the S-3ASR and the POSASR, the Registration Statement). Pursuant to Rule 477 promulgated under the Securities Act
of 1933, as amended (the Securities Act), the Registrant hereby applies for the withdrawal of the Registration Statement, together with all exhibits thereto, effective as of the date of this application or as soon as practicable
thereafter.
The Registrant is no longer eligible to use Form S-3, and the Registrant has no plans to sell
securities under the Registration Statement. As a result, the Registrant believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) of the
Securities Act.
The S-3ASR and the POSASR each became effective upon filing with the Commission pursuant to Rule
462(e) promulgated under the Securities Act. The POS AM has not been declared effective by the Commission. The Registrant confirms that it has not offered or sold any securities pursuant to the Registration Statement.
The Registrant acknowledges that no refund will be made for fees paid to the Commission in connection with filing of the Registration Statement. The
Registrant, however, notes that, in accordance with Rule 457(p) promulgated under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement have been credited for future use.
Should you have any questions regarding the foregoing application for withdrawal of the Registration
Statement or if withdrawal will not be granted, please contact David L. Emmons of Baker Botts L.L.P. at (214) 953-6414 or Clinton W. Rancher of Baker Botts L.L.P. at (713)
229-1820.
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Sincerely,
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NOBLE HOLDING CORPORATION PLC
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/s/ William E. Turcotte
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Senior Vice President, General Counsel and Corporate Secretary
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cc:
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Carina Dorin
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Securities and Exchange Commission
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David L. Emmons
Baker Botts L.L.P.
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Clinton W. Rancher
Baker Botts L.L.P.
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