Item 1.01
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Entry into a Material Definitive Agreement.
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On January 17, 2018, Noble-Cayman,
Noble Holding International Limited (the Issuer), an indirect, wholly-owned subsidiary of
Noble-U.K.
and Noble-Cayman, certain other subsidiaries of
Noble-U.K.
and Noble-Cayman and the initial purchasers named therein (the Initial Purchasers) entered into a purchase agreement (the Purchase Agreement) with respect to the issuance and
sale by the Issuer of $750,000,000 aggregate principal amount of its 7.875% Senior Guaranteed Notes due 2026 (the 2026 Notes) in an offering to eligible purchasers under Rule 144A and Regulation S under the Securities Act of 1933, as
amended (the Securities Act). The punctual payment of the principal of, premium, if any, interest on and all other amounts due under the 2026 Notes will be fully and unconditionally guaranteed by Noble-Cayman and certain other
subsidiaries of
Noble-U.K.
and Noble-Cayman (the Guarantors).
Pursuant to the
Purchase Agreement, the Issuer and the Guarantors agreed, among other things, to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the Initial Purchasers may
be required to make in respect of those liabilities. The Purchase Agreement contains other terms and conditions that are generally customary for transactions of the nature of the offering.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is
filed as an exhibit to this Current Report on Form
8-K
and is incorporated by reference herein.
The Issuer expects to receive net proceeds from the sale of the 2026 Notes of approximately $737.1 million, after deducting the Initial
Purchasers discounts and commissions 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) by the Issuer to purchase for cash, subject to certain conditions, up to an aggregate principal amount of Notes (as defined below) that will not result in an aggregate purchase price that exceeds $750,000,000 of the
Issuers 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). If the Tender Offers, which are subject to market conditions and other factors, including a $250,000,000 cap with respect to the 2024
Notes and the completion of the offering of the 2026 Notes for gross proceeds of at least $500,000,000, 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 of the 2026 Notes, the Issuer will use the remainder of those proceeds for general corporate purposes, which may include the further retirement of debt, including, but not limited to, the purchase of debt in open market or
privately negotiated transactions. The offering is expected to close on or about January 31, 2018, subject to customary closing conditions.
In the ordinary course of their respective businesses, the Initial Purchasers and their affiliates have engaged, and may in the future engage,
in other investment banking or commercial banking transactions with
Noble-U.K.,
Noble-Cayman and their affiliates, for which they have received or will receive customary fees and commissions. Certain of the
Initial Purchasers or their affiliates may own a portion of one or more series of the Notes that are subject to the Tender Offers and accordingly may receive a portion of the net proceeds from the offering of the 2026 Notes.