Current Report Filing (8-k)
January 17 2018 - 09:42AM
Edgar (US Regulatory)
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)
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England and Wales
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001-36211
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98-0619597
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(State or other jurisdiction
of incorporation or organization)
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(Commission
file number)
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(I.R.S. employer
identification number)
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Devonshire House, 1 Mayfair Place
London, England
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W1J8AJ
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(Address of principal executive offices)
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(Zip code)
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Registrants telephone number, including area code: +44 20 3300 2300
NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)
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Cayman Islands
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001-31306
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98-0366361
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(State or other jurisdiction of
incorporation or organization)
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(Commission
file number)
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(I.R.S. employer
identification number)
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Suite 3D, Landmark Square
64 Earth Close
P.O. Box
31327
Georgetown, Grand Cayman, Cayman Islands, BWI
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KY-1
1206
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(Address of principal executive offices)
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(Zip code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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).
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Emerging growth company
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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.
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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.
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 NHILs 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
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Financial Statements and Exhibits.
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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.
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Date: January 17, 2018
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Noble Corporation plc, a company registered under the laws of England and Wales
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By:
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/s/ Adam C. Peakes
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Adam C. Peakes
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Senior Vice President and
Chief Financial Officer
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Noble Corporation, a Cayman Islands company
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By:
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/s/ Thomas B Sloan Jr.
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Thomas B Sloan Jr.
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Vice President and Chief Financial Officer
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