NE Noble Corporation PLC

This combined filing on Form is separately filed by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales and Noble Corporation, a Cayman Islands company (“Noble-Cayman”). Information in this filing relating to Noble-Cayman is filed by and separately by Noble-Cayman on its own behalf. Noble-Cayman makes no representation as to information relating to (except as it may relate to Noble-Cayman) or any other affiliate or subsidiary of This report should be read in its entirety as it pertains to each of and Noble-Cayman.

. The Debtors will continue to operate their businesses and manage their properties as pursuant to sections 1107 and 1108 of the Bankruptcy Code. To ensure their ability to continue operating in the ordinary course of business, the Debtors have also filed or will file with the Bankruptcy Court a variety of motions seeking “first day” relief, including the authority to continue using their cash management system, pay employee wages and benefits and pay vendors in the ordinary course of business.

On July 31, 2020, the Debtors entered into a Restructuring Support Agreement (together with all exhibits and schedules thereto, the “Restructuring Support Agreement”) with (i) certain beneficial holders of, or investment advisors, investment managers, managers, nominees, advisors, or subadvisors to funds that beneficially own (the “Ad Hoc Guaranteed Group” and, together with any other holders of Guaranteed Notes that execute a joinder to the Restructuring Support Agreement, the “Consenting Priority Guaranteed Noteholders”), approximately 70% of the aggregate principal amount of the senior guaranteed notes due February 2026 (the “Guaranteed Notes”) issued pursuant to that certain Indenture, dated January 31, 2018, by and among Noble Holding International Limited (“NHIL”) as issuer, as parent guarantor, Noble Guarantor LLC, Noble Guarantor LLC, Noble Guarantor LLC, and Noble Guarantor LLC as subsidiary guarantors, and U.S. Bank (“U.S. Bank”) as trustee (such indenture, the “2018 Indenture”); and (ii) certain beneficial holders of, or investment advisors, investment managers, managers, nominees, advisors, or subadvisors to funds that beneficially own (the “Ad Hoc Legacy Group” and, together with any other holders of Legacy Notes that execute a joinder to the Restructuring Support Agreement, the “Consenting Legacy Noteholders;” the Consenting Priority Guaranteed Noteholders and the Consenting Legacy Noteholders are referred to herein collectively as, the “Consenting Creditors”), approximately 45% of the aggregate principal amount of the notes (the “Legacy Notes”) issued pursuant to: (a) that certain Indenture, dated as of November 21, 2008, between NHIL as issuer and the Bank of New York Mellon Trust Company, N.A. (“BNY Mellon”) as trustee (such indenture, the “2008 Indenture”) and (b) that certain Indenture, dated as of March 16, 2015, between NHIL as issuer and Wilmington Trust, National Association (“Wilmington Trust”) as trustee (such indenture, the “2015 Indenture”), including the following:

The Restructuring Support Agreement provides that (i) the Ad Hoc Guaranteed Group shall receive a backstop premium (the “Ad Hoc Guaranteed Group Backstop Premium”), of (a) Second Lien Notes equal to 8% of the amount of the Guaranteed Notes Allocation and (b) New Common Shares, in each case, as described below, (ii) the Ad Hoc Legacy Group shall receive a backstop premium (the “Ad Hoc Legacy Group Backstop Premium”), of (x) Second Lien Notes equal to 8% of the amount of the Legacy Notes Allocation and (y) New Common Shares, in each case, as described below, (iii) the amount of New Common Shares comprising the Ad Hoc Guaranteed Group Backstop Premium and the Ad Hoc Legacy Group Backstop Premium will be equivalent to an aggregate of 2.4% of the New Common Shares (the “New Share Component”) (subject to dilution by the Warrants and the MIP), (iv) the Ad Hoc Guaranteed Group shall be entitled to 58% of the New Share Component, and (v) the Ad Hoc Legacy Group shall be entitled to 42% of the New Share Component.

Pursuant to the terms of the agreements, agreed to publicly disclose certain confidential information regarding provided to the NDA Parties, (the “Cleansing Material”) upon the occurrence of certain events.

The Cleansing Material is furnished herewith as Exhibit 99.1 in accordance with the terms of the agreements. The Cleansing Material furnished as Exhibit 99.1 was prepared by The Cleansing Material was not prepared with a view toward public disclosure and should not be relied upon to make an investment decision with respect to The Cleansing Material should not be regarded as an indication that or any third party considers the Cleansing Material to be a reliable prediction of future events, and the Cleansing Material should not be relied upon as such. The Cleansing Material includes certain values for illustrative purposes only and such values are not the result of, and do not represent, actual valuations, estimates, forecasts or projections of or any third party and should not be relied upon as such. Neither nor any third party has made or makes any representation to any person regarding the accuracy of any Cleansing Material or undertakes any obligation to publicly update the Cleansing Material to reflect circumstances existing after the date when the Cleansing Material was prepared or conveyed or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Cleansing Material are shown to be in error.

The Company cautions that trading in securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for securities may bear little or no relationship to the actual recovery, if any, by holders of securities in the Chapter 11 Cases. The Company expects that, other than the possibility of the issuance of very speculative warrants as contemplated by the Restructuring Support Agreement, equity holders will experience a complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

This Current Report on Form includes “forward-looking statements” within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this report or in the documents incorporated by reference, including those regarding the effect, impact, potential duration and other implications of the Chapter 11 Cases (as defined

herein), the global novel strain of coronavirus pandemic, and agreements regarding production levels among members of the Organization of Petroleum Exporting Countries and other oil and gas producing nations (“OPEC+”), and any expectations we may have with respect thereto, and those regarding rig demand, the offshore drilling market, oil prices, contract backlog, fleet status, our future financial position, business strategy, impairments, repayment of debt, credit ratings, liquidity, borrowings under our 2017 Credit Facility (as defined herein) or other instruments, sources of funds, future capital expenditures, contract commitments, dayrates, contract commencements, extension or renewals, contract tenders, the outcome of the Paragon Offshore litigation or any other dispute, litigation, audit or investigation, plans and objectives of management for future operations, foreign currency requirements, results of joint ventures, indemnity and other contract claims, reactivation, refurbishment, conversion and upgrade of rigs, industry conditions, access to financing, impact of competition, governmental regulations and permitting, availability of labor, worldwide economic conditions, taxes and tax rates, indebtedness covenant compliance, dividends and distributable reserves, timing or results of acquisitions or dispositions, and timing for compliance with any new regulations are forward-looking statements. When used in this report, or in the documents incorporated by reference, the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should” “shall,” and “will” and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this Current Report on Form and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. We have identified factors, including but not limited to whether the requisite holders of at least 66.67% of the aggregate principal amount of the outstanding Guaranteed Notes and at least 66.67% of the principal amount of the outstanding Legacy Notes will execute and deliver the Restructuring Support Agreement, whether the other conditions to the obligations of the Consenting Creditors under the Restructuring Support Agreement will be satisfied or waived, risks and uncertainties relating to the Chapter 11 Cases (including but not limited to our ability to obtain Bankruptcy Court (as defined herein) approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and its various constituents, the impact of Bankruptcy Court rulings in the Chapter 11 Cases, our ability to develop and implement a plan of reorganization that will be approved by the Bankruptcy Court and the ultimate outcome of the Chapter 11 Cases in general, the length of time we will operate under the Chapter 11 Cases, attendant risks associated with restrictions on our ability to pursue our business strategies, risks associated with third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on our liquidity, the potential cancellation of our ordinary shares in the Chapter 11 Cases, the potential material adverse effect of claims that are not discharged in the Chapter 11 Cases, uncertainty regarding our ability to retain key personnel and uncertainty and continuing risks associated with our ability to achieve our stated goals and continue as a going concern), the effects of public health threats, pandemics and epidemics, such as the recent and ongoing outbreak of and the adverse impact thereof on our business, financial condition and results of operations (including but not limited to our growth, operating costs, supply chain, availability of labor, logistical capabilities, customer demand for our services and industry demand generally, our liquidity, the price of our securities and trading markets with respect thereto, our ability to access capital markets, and the global

economy and financial markets generally), the effects of actions by, or disputes among OPEC+ members with respect to production levels or other matters related to the price of oil, market conditions, factors affecting the level of activity in the oil and gas industry, supply and demand of drilling rigs, factors affecting the duration of contracts, the actual amount of downtime, factors that reduce applicable dayrates, operating hazards and delays, risks associated with operations outside the US, actions by regulatory authorities, credit rating agencies, customers, joint venture partners, contractors, lenders and other third parties, legislation and regulations affecting drilling operations, compliance with regulatory requirements, violations of anti-corruption laws, shipyard risk and timing, delays in mobilization of rigs, hurricanes and other weather conditions, and the future price of oil and gas, that could cause actual plans or results to differ materially from those included in any forward-looking statements. These factors include those referenced or described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form for the year ended December 31, 2019, in Part II, Item 1A. “Risk Factors” of our Quarterly Report on Form for the quarter ended March 31, 2020, and in our other filings with the SEC. We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us.