As filed with the Securities and Exchange Commission on May 21, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Noble Corporation plc
(Exact name of registrant as specified in its charter)

England and Wales
(State or Other Jurisdiction of Incorporation or Organization)
98-1644664
(I.R.S. Employer Identification No.)

13135 Dairy Ashford, Suite 800
Sugar Land, Texas 77478
(281) 276-6100
(Address of Principal Executive Offices, Zip Code)

Noble Corporation plc 2022 Long-Term Incentive Plan
(Full title of the plans)

Jennie P. Howard
Senior Vice President, General Counsel, and Corporate Secretary
Noble Corporation plc
13135 Dairy Ashford
Suite 800
Sugar Land, Texas 77478
(Name, address, including zip code, and telephone number, including area code, of agent for service)
______________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
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 7(a)(2)(B) of the Securities Act.



EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Noble Corporation plc (the “Registrant”) pursuant to General Instruction E to Form S-8, under the Securities Act of 1933, as amended, to register an additional 4,800,000 shares of common stock, par value $0.00001 per share (“Common Stock”), issuable under the Registrant’s 2022 Long-Term Incentive Plan (as amended, the “2022 LTIP”).
The information contained in the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on September 30, 2022 (Registration No. 333-267698), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such registration statement with respect to the 2022 LTIP.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.    Plan Information.
The document(s) containing the information required by Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8.    Exhibits.
Exhibit
Number		Exhibit Description
4.1
5.1*
23.1*
23.2*
23.3*
24.1*
99.1
99.2*
107*
* Filed herewith.
2


SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Sugar Land, Texas, on this 21st day of May, 2024.
NOBLE CORPORATION plc
By:/s/ Robert W. Eifler
Robert W. Eifler
President and Chief Executive Officer
3

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert W. Eifler, Richard B. Barker and Jennie Howardmade , jointly and severally, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SignatureTitleDate
/s/ Robert W. EiflerDirector, President and Chief Executive Officer
(Principal Executive Officer)		 May 21, 2024
Robert W. Eifler 
/s/ Richard B. BarkerExecutive Vice President and Chief Financial Officer
(Principal Financial Officer)		May 21, 2024
Richard B. Barker
/s/ Jennifer YeungVice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)		 May 21, 2024
Jennifer Yeung 
/s/ Charles M. SledgeDirector and ChairmanMay 21, 2024
Charles M. Sledge
/s/ Claus V. HemmingsenDirectorMay 21, 2024
Claus V. Hemmingsen
/s/ Alan J. HirshbergDirectorMay 21, 2024
Alan J. Hirshberg
/s/ Kristin H. HolthDirectorMay 21, 2024
Kristin H. Holth
/s/ H. Keith JenningsDirectorMay 21, 2024
H. Keith Jennings
/s/ Alastair J. MaxwellDirectorMay 21, 2024
Alastair J. Maxwell
/s/ Ann D. PickardDirectorMay 21, 2024
Ann D. Pickard
4
Exhibit 107
Calculation of Filing Fee Table


FORM S-8
(Form Type)

Noble Corporation plc
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities
Security Type
Security Class Title (1)
Fee Calculation Rule Amount Registered
Proposed Maximum
Offering Price Per Unit (2)
Maximum
Aggregate
Offering Price		Fee RateAmount of
Registration Fee
EquityCommon Shares, par value $0.00001 per share
Rule 457(a) (2)
4,800,000 (3)
$46.84$224,832,000$147.60 per $1,000,000$33,185.20
Total Offering Amounts$224,832,000$33,185.20
Total Fee Offsets —
Net Fee Due$33,185.20
(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Noble Corporation plc’s (the “Registrant’s”) common stock, par value $0.00001 (the “Common Stock”), that may be issued pursuant to the Registrant’s 2022 Long-Term Incentive Plan (the “2022 LTIP”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of the outstanding shares of the Registrant’s Common Stock.
(2)    Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on the New York Stock Exchange, on May 15, 2024.
(3)    Represents 4,800,000 additional shares of Common Stock to be registered and available for grant under the 2022 LTIP.


 

Exhibit 5.1
image_0.jpg
Travers Smith LLP 10 Snow Hill, London, EC1A 2AL
T: +44 (0)20 7295 3000 | www.traverssmith.com



Noble Corporation plc
3rd Floor
1 Ashley Road
Altrincham
WA14 2DT
Your ref:
Our ref: JMR/AUA
Doc ID: 4129-6377-4527
Direct line: +44 (0)20 7295 3413
Email: jon.reddington
@traverssmith.com

21 May 2024

Dear Sir/Madam
Legal opinion regarding shares of Noble Corporation plc in connection with the Registration Statement on Form S-8 (Registration No. 333-181204) (the "Registration Statement") to be filed with the United States Securities and Exchange Commission ("SEC")
Introduction
1.We are acting as advisers as to English law to Noble Corporation plc, a public limited company incorporated under the laws of England and Wales with registered number 12958050 (the "Company").
2.We understand that the Company intends to file, on or around the date hereof, the Registration Statement with the SEC. As described in the Registration Statement, we understand that the Company may propose to issue A ordinary shares of $0.00001 each in the Company pursuant to the Noble Corporation plc 2022 Long-Term Incentive Plan (as amended at the Company's 2024 Annual General Meeting) (the "Plan"). We have been asked to provide an opinion on certain matters, as set out below, in connection with the filing of the Registration Statement.
Documents reviewed
3.We have examined the documents listed in Schedule 3 to this opinion. Terms defined in the Schedules have the same meaning where used in this opinion.
Nature of opinion and observations
4.This opinion is confined to matters of English law (including case law) in force as at the date of this opinion. We express no opinion with regard to any system of law other than the laws of England as currently applied by the English courts. In particular:
Travers Smith LLP is a limited liability partnership registered in England and Wales under number OC 336962 and is authorised and regulated by the Solicitors Regulation Authority (SRA number 489478). A list of the members of Travers Smith LLP is open to inspection at our registered office and principal place of business: 10 Snow Hill London EC1A 2AL



4.1by giving this opinion, we do not assume any obligation to notify you of future changes in law which may affect the opinions expressed in this opinion, or otherwise to update this opinion in any respect;
4.2to the extent that the laws of any other jurisdiction may be relevant, our opinion is subject to the effect of such laws. We express no views in this opinion on the validity of the matters set out in any opinion given in relation to such laws;
4.3we have not been responsible for verifying whether statements of fact (including foreign law), opinion or intention in any documents referred to in this opinion or in any related documents are accurate, complete or reasonable; and
4.4the term 'non-assessable' has no recognised meaning in English law but for the purposes herein the term means that, under the Companies Act 2006 (as amended), the articles of association of the Company (the "Articles") and any resolution passed in accordance with the Articles approving the issuance of the Shares (as defined below), no holder of such Shares is liable, solely because of such holder’s status as a holder of such Shares, for additional payments or calls on the relevant Shares to or by the Company or its creditors.
Opinion
5.On the basis stated in paragraph 4, and subject to the assumptions in Schedule 1 and the qualifications in Schedule 2, we are of the opinion that the securities being registered, being A ordinary shares in the capital of the Company with a nominal value of US$0.00001 each to be issued pursuant to the Plan (the "Shares"), will (when allotted) be validly issued, fully paid and non-assessable once all of: (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act of 1933, as amended (the "Securities Act") and (ii) valid entries in the books and registers of the Company have been made in respect of such issue.
Benefit of Opinion
6.This opinion is addressed to the Company solely for its own benefit. This opinion letter may not be delivered to or relied upon by any person other than the Company without our express written consent.
Consent to filing
7.We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules or regulations promulgated thereunder.
4129-6377-4527/1/JMR/AUA
Page 2



Governing Law
8.This opinion letter and any non-contractual obligations arising out of or in relation to it are governed by English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this opinion letter (including non-contractual disputes or claims).

Yours faithfully
/s/ Travers Smith LLP
Travers Smith LLP

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Page 3



Schedule 1
ASSUMPTIONS
In considering the documents listed in Schedule 3 and in rendering this opinion, we have (with your consent and without any further enquiry) assumed:
1.Authenticity: the genuineness of all signatures, stamps and seals on, and the authenticity, accuracy and completeness of, all documents submitted to us whether as originals or copies;
2.Copies: the conformity to originals of all documents supplied to us as photocopies, portable document format (PDF) copies, facsimile copies or e-mail versions;
3.Officer's Certificate: that each of the statements contained in a certificate of an Officer of the Company dated 17 May 2024 (the "Certificate") is true and correct as at the date of this opinion;
4.Company Search: that the information revealed by our search against the Company's records available for public viewing at Companies House through its website (https://find-and-update.company-information.service.gov.uk/) made at approximately 10 a.m. on 21 May 2024 (the "Company Search") (i) was accurate in all respects and has not since the time of such searches been altered, and (ii) was complete and included all relevant information which had been properly submitted to the Registrar of Companies;
5.Winding-up Enquiry: that the information revealed by our enquiry of the Central Registry of Winding up Petitions made at approximately 10 a.m. on 21 May 2024 (the "Winding-up Enquiry") was accurate in all respects and has not since the time of such enquiry been altered;
6.Filings under Other Laws: that all consents, licences, approvals, notices, filings, recordations, publications and registrations which are necessary under any applicable laws (other than, in the case of the Company, English Law) in order to permit the performance of the Plan, have been made or obtained, or will be made or obtained within the period permitted or required by such laws or regulations;
7.Compliance with Agreements: that the holders of awards granted under the terms of the Plan shall comply with the procedures set out in the Plan Documentation in order to acquire the Shares, in particular the due execution of any notices or consents; that the Shares are duly allotted in accordance with the Allotment Resolutions and the 2024 Amendment Resolutions (as defined in Schedule 3); and the Company complies with the Plan Documentation at all times in effecting the issue of the Shares and has adopted the prescribed procedures therein to ensure that the Shares are paid up at least as to nominal value and (in the case of stock options) as to the amount of any additional exercise price;
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8.Superseding Agreement: that there is no other agreement, instrument or other arrangement, relationship or course of dealing between any of the parties which modifies or supersedes the Plan and that the Plan Documentation (as defined in Schedule 3) has not been amended, terminated or replaced prior to the issue of the Shares;
9.Validity under Other Laws: that the Plan Documentation constitutes legal, valid, binding and enforceable obligations of each of the parties thereto under all applicable laws (other than, in the case of the Company, English Law) and that insofar as the laws or regulations of any jurisdiction other than England and Wales may be relevant to (i) the obligations or rights of any of the parties in relation to the Plan Documentation or (ii) any of the transactions contemplated in connection with the Plan Documentation, such laws and regulations do not prohibit, and are not inconsistent with, the entering into and performance of any of such obligations, rights or transactions;
10.Template Documentation: that the pro forma Award Agreements (as defined in Schedule 3) referred to in the Certificate are fair and accurate representations of the terms and conditions under which all awards have been granted under the Plan; and
11.Future Awards: that to the extent that the Compensation Committee of the Company (or any member thereof) makes further awards for which it does not already have authority to allot Shares, the Board (or a committee thereof) will duly authorise the allotment of such further Shares as may be required for the purposes of the Plan.
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Schedule 2
QUALIFICATIONS
Our opinion is subject to the following qualifications:
1.Company Search: the Company Search is not capable of revealing conclusively whether or not:
1.1a winding-up order has been made or a resolution passed for the winding up of a company; or
1.2an administration order has been made; or
1.3a receiver, administrative receiver, administrator or liquidator has been appointed; or
1.4a court order has been made under the Cross Border Insolvency Regulations 2006,
since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the public microfiche of the relevant company immediately.
In addition, the Company Search is not capable of revealing, prior to the making of the relevant order or the appointment of an administrator otherwise taking effect, whether or not a winding-up petition or an application for an administration order has been presented or notice of intention to appoint an administrator under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 has been filed with the court;
2.Winding-up Enquiry: the Winding-up Enquiry relates only to the presentation of (i) a petition for the making of a winding-up order or the making of a winding-up order by the Court, (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such court of an administration order, and (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London. It is not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention or notice of appointment has been presented or winding-up or administration order granted, because:
2.1details of a winding-up petition or application for an administration order may not have been entered on the records of the Central Registry of Winding-up Petitions immediately;
2.2in the case of an application for the making of an administration order and the presentation of a notice of intention to appoint or notice of appointment, if such application is made to, order made by or notice filed with, a Court other than the High
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Court of Justice in London, no record of such application, order or notice will be kept by the Central Registry of Winding-up Petitions;
2.3a winding-up order or administration order may be made before the relevant petition or application has been entered on the records of the Central Registry immediately;
2.4details of a notice of intention to appoint an administrator or a notice of appointment of an administrator under paragraphs 14 and 22 of Schedule B1 of the Insolvency Act 1986 may not be entered on the records immediately (or, in the case of a notice of intention to appoint, at all); and
2.5with regard to winding-up petitions, the Central Registry of Winding-up Petitions may not have records of winding-up petitions issued prior to 1994.
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Schedule 3
1.a copy of the draft Registration Statement;
2.a certificate from an Officer of the Company dated 17 May 2024 relating to certain factual matters as of the date of the certificate;
3.rules of the Noble Corporation plc 2022 Long-Term Incentive Plan, including the amendments approved by the Company's shareholders at its 2024 Annual General Meeting (the "Plan Documentation");
4.a PDF copy of the ordinary resolution of the Company's sole shareholder, Noble Corporation 2022 Limited, passed on 5 May 2022 granting general and unconditional authority to the Company's directors for the purposes of section 551 of the Companies Act 2006 to exercise all powers of the Company to allot shares and to grant any such subscription rights, as are contemplated in sub-sections 551(1)(a) and 551(1)(b) respectively of the Companies Act 2006 up to a maximum nominal amount of US$271.00 to such persons and at such times and on such terms as they think proper during the period expiring at the end of five years from the date of the passing of the resolution;
5.a PDF copy of the written resolutions of the board of directors of the Company dated 29 September 2022 to approve the assumption of the Plan and the allotment of shares, including the Shares (the "Allotment Resolutions");
6.a PDF of the written resolutions of the board of directors of the Company date 1 April 2024 to approve a proposed amended to the Plan Documentation (the "2024 Amendment Resolutions");
7.a PDF of the Company's 2024 proxy statement, containing notice of the 2024 Annual General Meeting to be held on 21 May 2024, Resolution 14 of which proposed amendments to the Plan Documentation; and
8.a report from the Company's scrutineers confirming that Resolution 14 proposed at the Company's 2024 Annual General Meeting was duly passed; and
9.a PDF copy of the articles of association of the Company adopted by way of special resolution on 5 May 2022.

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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Noble Corporation plc of our report dated February 23, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting of Noble Corporation plc (Successor), which appears in Noble Corporation plc's Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
May 21, 2024


Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Noble Corporation plc of our report dated February 17, 2022 relating to the financial statements of Noble Corporation plc (Predecessor), which appears in Noble Corporation plc's Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
May 21, 2024



Exhibit 99.2
FIRST AMENDMENT TO THE
NOBLE CORPORATION PLC
2022 LONG-TERM INCENTIVE PLAN

    WHEREAS, Noble Corporation plc, a public limited company formed under the laws of England and Wales (the “Company”), maintains the Noble Corporation plc 2022 Long-Term Incentive Plan (the “Plan”); and
    WHEREAS, pursuant to Section 12 of the Plan, the Company’s Board of Directors (the “Board”) may amend the Plan at any time and for any purpose as permitted by law, subject to any requirement for stockholder approval imposed by applicable law, including the rules and regulations of the principal securities market on which the Company’s shares are traded.
    NOW, THEREFORE, pursuant to its authority under Section 12 of the Plan, the Board hereby amends the Plan as follows, effective as of April 1, 2024 (the “Amendment Effective Date”), with Item 1 subject to the approval of the stockholders of the Company:
1.The first sentence of Section 5(a) of the Plan is hereby amended and restated to read as follows:

“Subject to the provisions of Paragraph 14 hereof, the maximum number of Shares that may be allotted and issued, transferred, or delivered pursuant to Awards under the Plan (including rights or Options that may be exercised for or settled in Shares) shall be 10,688,623 (the “Maximum Share Limit”), all of which shall be available for Incentive Stock Options.”

2.Section 8 of the Plan is hereby amended by adding a new subsection (f) to read as follows:

“(f) Minimum Vesting. Notwithstanding any other provision of the Plan to the contrary, Awards granted under the Plan (other than Cash Awards) shall vest no earlier than the first anniversary of the date on which is the Award is granted; provided, however, that the following Awards shall not be subject to the foregoing minimum vesting requirement: (i) Substitute Awards, (ii) Awards to Non-Employee Directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders that is at least 50 weeks after the immediately preceding year’s annual meeting, (iii) Awards for which vesting is accelerated in connection with the Participant’s death or Disability or a Change in Control; and (iv) other Awards covering up to a maximum of 5% of the available share reserve authorized for allotment and issuance under the Plan pursuant to Section 5.”

3.Section 9(b) of the Plan is hereby amended and restated to read as follows:

“Rights to (i) dividends or other distributions may be extended to and made part of any Restricted Stock Award or other Stock Awards and (ii) Dividend Equivalents may be extended to and made part of any Restricted Stock Unit Award, subject in each case to such terms, conditions and restrictions as the Committee may establish as set forth in the Award Agreement thereto; provided, however, that such dividends and Dividend Equivalents shall be payable at the same time, and shall be subject to the same conditions, that are applicable to the underlying Award. Accordingly, the right to receive
1

such dividends and Dividend Equivalent payments shall be forfeited to the extent that the underlying Restricted Stock, or other Stock Award, or RSUs do not vest, are forfeited or are otherwise cancelled pursuant to such Award. Notwithstanding any provision herein to the contrary, dividends and/or Dividend Equivalents shall not be made part of any Options or SARs.”

4.This First Amendment shall be governed by and construed in accordance with the laws of the State of Texas, except to the extent Texas law is preempted by Federal law of the United States or the laws of England and Wales.

5.All capitalized terms used but not otherwise defined herein shall have the meaning assigned to them in the Plan. Except as expressly amended hereby, the Plan shall remain in full force and effect in accordance with its terms.

[Signature Page Follows]
2

IN WITNESS WHEREOF, the undersigned has executed this First Amendment to the Noble Corporation plc 2022 Long-Term Incentive Plan, effective as of the Amendment Effective Date.
    NOBLE CORPORATION PLC
    By: s/Jennie Howard
Name: Jennie Howard
Title: SVP, General Counsel and Secretary

3
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