UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): January 17, 2018

 

 

NOBLE CORPORATION plc

(Exact name of Registrant as specified in its charter)

 

 

 

England and Wales   001-36211   98-0619597

(State or other jurisdiction

of incorporation or organization)

 

(Commission

file number)

  (I.R.S. employer
identification number)
Devonshire House, 1 Mayfair Place
London, England
  W1J8AJ
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: +44 20 3300 2300

 

 

NOBLE CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

Cayman Islands   001-31306   98-0366361

(State or other jurisdiction of

incorporation or organization)

 

(Commission

file number)

  (I.R.S. employer
identification number)

Suite 3D, Landmark Square

64 Earth Close

P.O. Box 31327

Georgetown, Grand Cayman, Cayman Islands, BWI

  KY-1 1206
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (345) 938-0293

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


Explanatory Note

This combined filing on Form 8-K is separately filed by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble-U.K.”), and Noble Corporation, a Cayman Islands company (“Noble-Cayman”). Information in this filing relating to Noble-Cayman is filed by Noble-U.K. and separately by Noble-Cayman on its own behalf. Noble-Cayman makes no representation as to information relating to Noble-U.K. (except as it may relate to Noble-Cayman) or any other affiliate or subsidiary of Noble-U.K. This report should be read in its entirety as it pertains to each of Noble-U.K. and Noble-Cayman.

 

Item 8.01 Other Events.

Senior Notes Offering

On January 17, 2018, Noble-U.K. issued a press release regarding the commencement by Noble Holding International Limited, a Cayman Islands exempted company and an indirect, wholly owned subsidiary of Noble-U.K. (“NHIL”) of an offering to eligible purchasers of $500 million aggregate principal amount of senior unsecured guaranteed notes of NHIL due 2026, pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

This current report does not constitute an offer to sell, or a solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Offers of securities will be made in the United States only by means of a private offering memorandum pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

Tender Offers

On January 17, 2018, Noble-U.K. issued a press release announcing the commencement of cash tender offers (the “Tender Offers”) by NHIL and Noble-Cayman for up to an aggregate principal amount of Notes (as defined below) that will not result in an aggregate purchase price that exceeds $750 million of NHIL’s outstanding 4.00% Senior Notes due 2018 (for which the interest rate has been increased to 5.75%), 4.90% Senior Notes due 2020, 4.625% Senior Notes due 2021, 3.95% Senior Notes due 2022, 7.75% Senior Notes due 2024 and the outstanding 7.50% Senior Notes due 2019 issued by certain subsidiaries of Noble-Cayman (collectively, the “Notes”). In connection with certain of the Tender Offers, NHIL is also soliciting consents from holders of certain series of Notes to amend certain provisions of the applicable indentures with respect to the applicable series of Notes (the “Consent Solicitations”). A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

This current report does not constitute an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offers. The Tender Offers and the Consent Solicitations are only being made pursuant to an Offer to Purchase and Consent Solicitation Statement and the accompanying Letter of Transmittal and Consent. The Tender Offers and the Consent Solicitations are not being made to holders of Notes in any state or jurisdiction in which the making or acceptance thereof would be unlawful under the securities laws of any such jurisdiction.

The foregoing information, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits .


EXHIBIT

NUMBER

       

DESCRIPTION

99.1       Press Release issued by Noble Corporation plc dated January 17, 2018.
99.2       Press Release issued by Noble Corporation plc dated January 17, 2018.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 17, 2018     Noble Corporation plc, a company registered under the laws of England and Wales
    By:   /s/ Adam C. Peakes
      Adam C. Peakes
     

Senior Vice President and

Chief Financial Officer

    Noble Corporation, a Cayman Islands company
    By:   /s/ Thomas B Sloan Jr.
      Thomas B Sloan Jr.
      Vice President and Chief Financial Officer
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