We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Noble Corporation PLC | NYSE:NE | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.38 | 0.87% | 44.03 | 44.57 | 43.83 | 44.23 | 623,021 | 20:59:16 |
England and Wales
|
|
001-36211
|
|
98-0619597
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
file number)
|
|
(I.R.S. employer
identification number) |
10 Brook Street
London, England
|
|
W1S 1BG
|
(Address of principal executive offices)
|
|
(Zip code)
|
Cayman Islands
|
|
001-31306
|
|
98-0366361
|
(State or other jurisdiction
of incorporation)
|
|
(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)
|
|
☐
|
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))
|
Title of each class
|
|
Trading symbol(s)
|
|
Name of each exchange on which registered
|
Shares, Nominal Value $0.01 per Share
|
|
NE
|
|
New York Stock Exchange
|
Item 1.01
|
Entry into a Material Definitive Agreement
|
Item 1.03
|
Bankruptcy or Receivership
|
|
•
|
|
The 4.90% Senior Notes due 2020 and 6.20% Senior Notes due 2040, issued pursuant to the Second Supplemental Indenture relating to the 2008 Indenture, dated as of July 26, 2010, by and among NHIL as issuer, Noble-Cayman as guarantor and BNY Mellon as trustee;
|
|
•
|
|
The 4.625% Senior Notes due 2021 and 6.05% Senior Notes due 2041, issued pursuant to the Third Supplemental Indenture relating to the 2008 Indenture, dated as of February 3, 2011, by and among NHIL as issuer, Noble-Cayman as guarantor, and BNY Mellon as trustee;
|
|
•
|
|
The 3.95% Senior Notes due 2022 and 5.25% Senior Notes due 2042, issued pursuant to the Fourth Supplement to the 2008 Indenture, dated as of February 10, 2012, by and among NHIL as issuer, Noble-Cayman as guarantor, and BNY Mellon as trustee;
|
|
•
|
|
The 7.950% Senior Notes due 2025 and 8.950% Senior Notes due 2045, issued pursuant to the First Supplemental Indenture relating to the 2015 Indenture, dated as of March 16, 2015, by and among NHIL as issuer, Noble-Cayman as guarantor, and Wilmington Trust as trustee; and
|
|
•
|
|
The 7.750% Senior Notes due 2024, issued pursuant to the Second Supplemental Indenture relating to the 2015 Indenture, dated as of December 28, 2016, by and among NHIL as issuer, Noble-Cayman as guarantor, and Wilmington Trust as trustee.
|
|
•
|
|
Lenders (the “Revolving Lenders”) under the Company’s prepetition revolving credit facility will receive, on account of the outstanding principal amount thereunder, together with interest and certain obligations and fees thereunder, payment in full, in cash, including by a refinancing, and the Revolving Lenders’ existing commitments will be terminated.
|
|
•
|
|
Holders of the Guaranteed Notes (the “Guaranteed Noteholders”) will receive, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for any claim arising under the outstanding Guaranteed Notes, (i) their pro rata share of 63.5% of the new common shares of the reorganized Company (“New Common Shares”) (subject to dilution by the MIP and the Warrants, each as defined below) to be issued under the Plan on the effective date of the Plan (the “Effective Date”); and (ii) the right to participate in the Rights Offering, as described below.
|
|
•
|
|
Holders of the Legacy Notes (the “Legacy Noteholders”) and holders of any allowed claims of the Paragon Litigation Trust against Noble Holding International Limited (the “Paragon Trust Claims”), will receive, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for any Paragon Trust Claims and any claims arising under the outstanding Legacy Notes, (i) their pro rata share of 4.1% of the New Common Shares to be issued under the Plan on the Effective Date (subject to dilution by the MIP and the Warrants); (ii) their pro rata share of
7-year
warrants with Black Scholes protection for 12.5% of the fully diluted New Common Shares (subject to dilution by the MIP, the Tranche 2 Warrants, and the Tranche 3 Warrants) struck at the
|
|
price that would result in payment of the Guaranteed Notes in full at par plus accrued interest as of the Petition Date (the “Tranche 1 Warrants”); (iii) their pro rata share of
7-year
warrants with Black Scholes protection for 12.5% of the fully diluted New Common Shares (subject to dilution by the MIP and the Tranche 3 Warrants) struck at the price of 120% the price that would result in payment of the Guaranteed Notes in full at par plus accrued interest as of the Petition Date (the “Tranche 2 Warrants”); and (iv) the right to participate in the Rights Offering, as described below.
|
|
•
|
|
The Company, with the consent of the Ad Hoc Guaranteed Group and the Ad Hoc Legacy Group, will determine whether to submit the Plan to the holders of the existing ordinary shares of
Noble-U.K.
(the “Existing Equity Interests”) for approval. If the Plan is submitted to the Existing Equity Interests for approval, then (i) in the event that the class of Existing Equity Interests under the Plan votes to reject the Plan, the Existing Equity Interests will be extinguished and receive no recovery; or (ii) in the event that the class of Existing Equity Interests under the Plan votes to approve the Plan, the holders of Existing Equity Interests will receive in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for such Existing Equity Interests their pro rata share of
5-year
warrants (the “Tranche 3 Warrants” and together with the Tranche 1 Warrants and Tranche 2 Warrants, the “Warrants”) for 4% of the fully-diluted New Common Shares (subject to dilution by the MIP) struck at the price of the amount that would result in payment in full at par of the Legacy Notes plus accrued interest as of the Petition Date, with no Black Scholes protection. If the Plan is not submitted to the Existing Equity Interests for approval, then the holders of Existing Equity Interests will receive in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for such Existing Equity Interests their pro rata share of Tranche 3 Warrants.
|
|
•
|
|
A post-emergence management incentive plan (the “MIP”) will be adopted and the reorganized Company will reserve 10% of the New Common Shares on a fully diluted and fully distributed basis (i.e., assuming conversion of all outstanding convertible securities and full distribution of the MIP and all securities contemplated by the Plan) for awards under the MIP. The MIP will provide for awards in the form of equity, stock options or such other rights exercisable, exchangeable or convertible into New Common Shares.
|
Item 2.04
|
Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation Under an
Off-Balance
Sheet Arrangement.
|
|
•
|
|
The 2008 Indenture;
|
|
•
|
|
The 2015 Indenture;
|
|
•
|
|
The 2018 Indenture; and
|
|
•
|
|
The Revolving Credit Agreement, dated as of December 21, 2017, by and among Noble Holding UK Limited, Noble Cayman Limited, Noble International Finance Company, each subsidiary guarantor party thereto, JPMorgan Chase Bank, N.A. as Agent, the lenders party thereto, the issuing banks and swingline lenders party thereto, and the other parties party thereto, as amended by that certain First Amendment to Revolving Credit Agreement, dated as of July 26, 2019 and as may be further amended, restated, supplemented or otherwise modified from time to time (the “2017 Credit Facility”).
|
Item 3.01
|
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
|
Item 7.01
|
Regulation FD Disclosure
|
Item 9.01.
|
Financial Statements and Exhibits.
|
10.1*
|
|
|
99.1
|
|
|
99.2
|
|
|
104
|
|
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
|
*
|
Certain schedules and similar attachments have been omitted. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.
|
NOBLE CORPORATION plc
|
||
By:
|
|
/s/ Richard B. Barker
|
Name:
|
|
Richard B. Barker
|
Title:
|
|
Senior Vice President and Chief Financial Officer
|
NOBLE CORPORATION
|
||
By:
|
|
/s/ Richard B. Barker
|
Name:
|
|
Richard B. Barker
|
Title:
|
|
Director, Senior Vice President and Chief Financial Officer
|
1 Year Noble Chart |
1 Month Noble Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions