Form 8-K - Current report

Noble Corp plc false 0001895262 0001895262 2024-08-22 2024-08-22 0001895262 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember 2024-08-22 2024-08-22 0001895262 ne:Tranche1WarrantsOfNobleCorporationPlc2Member 2024-08-22 2024-08-22 0001895262 ne:Tranche2WarrantsOfNobleCorporationPlc1Member 2024-08-22 2024-08-22

 

 

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): August 22, 2024

 

 

NOBLE CORPORATION plc

(Exact name of registrant as specified in its charter)

 

 

 

England and Wales		001-41520		98-1644664
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. employer identification no.)

 

13135 Dairy Ashford, Suite 800, Sugar Land, Texas		77478
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: 281 276-6100

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
A Ordinary Shares, par value $0.00001 per share		NE		New York Stock Exchange
Tranche 1 Warrants of Noble Corporation plc		NE WS		New York Stock Exchange
Tranche 2 Warrants of Noble Corporation plc		NE WSA		New York Stock Exchange

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. ☐

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement

The information contained in Item 2.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Notes Offering

On August 22, 2024, Noble Finance II LLC (the “Issuer”), a wholly-owned subsidiary of Noble Corporation plc (the “Company”), closed its previously announced offering of an additional $800 million aggregate principal amount of the Issuer’s 8.000% Senior Notes due 2030 (the “New Notes”) in a private offering to eligible purchasers that is exempt from registration under the Securities Act of 1933, as amended. The New Notes were issued as additional notes under the indenture (the “Indenture”), dated April 18, 2023, among the Issuer, the guarantors party thereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to which the Issuer previously issued $600 million aggregate principal amount of its 8.000% Senior Notes due 2030 (the “Existing Notes”) in 2023, all of which remain outstanding.

The New Notes have the same terms as the Existing Notes, other than the issue date, the issue price, the first date on which interest will be paid and the first date from which interest will accrue, and are treated as a single series with the Existing Notes under the Indenture. The Existing Notes are, and the New Notes will be, guaranteed by certain direct and indirect restricted subsidiaries of the Issuer that guaranty the Issuer’s revolving credit facility.

The foregoing description of the Indenture and the New Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form of Note, copies of which are filed herewith as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.

Second Supplemental Indenture

On August 22¸2024, the Issuer, the Guarantors listed on the signature pages thereto, and the Trustee entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Indenture to, among other things, permit a dividend to the Company from the Issuer to fund the cash consideration in connection with Company’s pending merger with Diamond Offshore Drilling, Inc.

The foregoing description of the Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.3 and is incorporated herein by reference.

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Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

EXHIBIT NUMBER		DESCRIPTION
Exhibit 4.1		Indenture, dated as of April 18, 2023, by and among Noble Finance II LLC, the subsidiaries of Noble Finance II LLC named therein, as guarantors, and U.S. Bank Trust Company, National Association, as trustee (including the form of 8.000% Senior Note due 2030 included therein) (filed as Exhibit 4.1 to Noble Corporation plc’s Current Report on Form 8-K filed on April 18, 2023 and incorporated herein by reference).
Exhibit 4.2		Form of 8.000% Senior Notes due 2030 (included as Exhibit A in Exhibit 4.1).
Exhibit 4.3		Second Supplemental Indenture, dated as of August 22, 2024, by and among Noble Finance II LLC, the subsidiaries of Noble Finance II LLC named therein, as guarantors, and U.S. Bank Trust Company, National Association, as trustee.
Exhibit 104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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SIGNATURES

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

 

		NOBLE CORPORATION plc
Date: August 22, 2024				By:		/s/ Jennie Howard
						Jennie Howard Senior Vice President, General Counsel and Corporate Secretary

Exhibit 4.3

SECOND SUPPLEMENTAL INDENTURE

This Second Supplemental Indenture, dated as of August 22, 2024 (this “Second Supplemental Indenture”), among Noble Finance II LLC, a Delaware limited liability company (the “Issuer”), the Guarantors listed on the signature pages hereto and U.S. Bank Trust Company, National Association, as Trustee, paying agent and registrar under such Indenture.

W I T N E S S E T H:

WHEREAS, the Issuer, the Guarantors party thereto and the Trustee have heretofore executed and delivered an Indenture, dated as of April 18, 2023 (the “Base Indenture”, and as supplemented by that First Supplemental Indenture, dated as of August 2, 2023, between Noble Leasing V (Switzerland) GmbH, a Swiss limited liability company, and the Trustee, and as may be further amended, supplemented, waived or otherwise modified prior to the date hereof, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount 8.000% Senior Notes due 2030 of the Issuer (the “Notes”);

WHEREAS, Section 9.2 of the Indenture provides, among other things, that the Issuer, the Guarantors and the Trustee may amend certain terms of the Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes;

WHEREAS, the Issuer has obtained the consent to the Proposed Amendments to the Indenture from $800,000,000 aggregate principal amount (or 8.000%) of the outstanding Notes as of the date hereof, representing in excess of a majority in aggregate principal amount of the outstanding Notes;

WHEREAS, pursuant to Sections 9.2 and 9.5 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture; and

WHEREAS, all acts and requirements necessary to make this Second Supplemental Indenture the legal, valid and binding obligation of the Issuer and the Guarantors have been done.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE I

Definitions

SECTION 1.1 Defined Terms. As used in this Second Supplemental Indenture, capitalized terms defined in the Indenture or in the preamble or recitals thereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.

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ARTICLE II

Amendments

The Base Indenture is hereby amended as follows:

 

(i)

clause (11) of Section 4.7(b) of the Base Indenture is hereby amended by adding the bold and underlined language as follows:

“(x) Restricted Payments in an aggregate amount not to exceed the aggregate original principal amount of the Additional Notes issued on August 22, 2024 and (y) so long as no Payment Default or Event of Default has occurred and is continuing or would result therefrom, (A) payment of other Restricted Payments from time to time in an aggregate amount since the Issue Date not to exceed $100.0 million and (B) payment of other Restricted Payments in an unlimited amount so long as after giving pro forma effect thereto the Consolidated Total Debt Ratio (calculated by excluding the aggregate principal amount of outstanding Notes in excess of $600,000,000 from Consolidated Total Indebtedness; provided, at no time shall the amount so excluded from Consolidated Total Indebtedness exceed the aggregate original principal amount of the Additional Notes issued on August 22, 2024) does not exceed 1.25 to 1.00; or”

 

(ii)

clause (d) of Section 10.5 of the Base Indenture is hereby amended by adding the bold and underlined language as follows:

(d) (x) the release or discharge of such Guarantor’s obligations under the RCF Credit Agreement other than a release or discharge as a result of payment in full thereon and termination of the commitments thereunder or (y) in the case of any Restricted Subsidiary that after the Issue Date is required to provide a Guarantee pursuant to Section 4.15, the release or discharge of the guarantee by, or direct obligation of, such Guarantor with respect to the RCF Credit Agreement, Debt Facility or capital markets debt securities that resulted in the creation of such Guarantee;

The Trustee hereby acknowledges (i) that each of Noble Drillship I Singapore Pte. Ltd., a private limited company incorporated in Singapore (“Drillship I”), and Noble Drillship II Singapore Pte. Ltd., a private limited company incorporated in Singapore (“Drillship II”), was released from its obligations under the RCF Credit Agreement, effective as of May 23, 2024 and (ii) in accordance with the Section 10.5(d) of the Base Indenture, as amended by this Second Supplemental Indenture, the release of each of Drillship I and Drillship II from all of its obligations, including its Obligations, under its Guarantee and the provisions of the Base Indenture, effective as of the date hereof.

ARTICLE III

Miscellaneous

SECTION 3.1 Governing Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.2 Severability Clause. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.3 Ratification of Indenture; Supplemental Indentures Part of Indenture; No Liability of Trustee. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Second Supplemental Indenture. Additionally, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer and the Trustee makes no representation with respect to any such matters.

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SECTION 3.4 Counterparts. This Second Supplemental Indenture may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

SECTION 3.5 Headings. The headings of the Articles and the sections in this Second Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

 

NOBLE FINANCE II LLC
By:		/s/ Brad A. Baldwin
		Name:		Brad A. Baldwin
		Title:		President and Secretary
NOBLE BD LLC, as Guarantor
By:		Noble NBD Cayman LP, its sole member
By:		Noble NBD GP Holding, its general partner
By:		/s/ Brad A. Baldwin
		Name:		Brad A. Baldwin
		Title:		President and Secretary
NOBLE DRILLING (U.S.) LLC, as Guarantor
By:		Noble NDUS UK Ltd, its member
By:		/s/ Bruce Boyle
		Name:		Bruce Boyle
		Title:		Director
NOBLE DT LLC, as Guarantor
By:		Noble Boudreaux Limited, its member
By:		/s/ Brad A. Baldwin
		Name:		Brad A. Baldwin
		Title:		President and Secretary

 

[Signature Page to Second Supplemental Indenture]

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NOBLE SERVICES COMPANY LLC, as
Guarantor
By:		Noble Drilling (U.S.) LLC, its member
By:		Noble NDUS UK Ltd, its member
By:		/s/ Bruce Boyle
		Name:		Bruce Boyle
		Title:		Director
NOBLE DRILLING (LUXEMBOURG)
S.Á.R.L., a société à responsabilité limitée, with registered office at 25B, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, and registered with the Registre de Commerce et des Sociétés, Luxembourg under number B135475, as Guarantor
By:		/s/ David M.J. Dujacquier
		Name:		David M.J. Dujacquier
		Title:		Manager
NOBLE DRILLING A/S, as Guarantor
By:		/s/ Peter Asboe
		Name:		Peter Asboe
		Title:		Chief Executive Officer and Director
NOBLE DRILLING DEEPWATER A/S, as
Guarantor
By:		/s/ Peter Asboe
		Name:		Peter Asboe
		Title:		Chief Executive Officer and Director

 

[Signature Page to Second Supplemental Indenture]

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NOBLE DRILLING OFFSHORE
INTERNATIONAL A/S, as Guarantor
By:		/s/ Peter Asboe
		Name:		Peter Asboe
		Title:		Chief Executive Officer
NOBLE DRILLSHIP IV SINGAPORE PTE. LTD., as Guarantor
By:		/s/ Claus Bachmann
		Name:		Claus Bachmann
		Title:		Chairman and Director
NOBLE INTERNATIONAL FINANCE
COMPANY, as Guarantor
By:		/s/ Brad A. Baldwin
		Name:		Brad A. Baldwin
		Title:		President, Secretary and Director
NOBLE HIGHLANDER UK LTD., as Guarantor
By:		/s/ Claus Bachmann
		Name:		Claus Bachmann
		Title:		Director

 

[Signature Page to Second Supplemental Indenture]

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NOBLE LEASING III (SWITZERLAND) GMBH, as Guarantor
By:		/s/ David M.J. Dujacquier
		Name:		David M.J. Dujacquier
		Title:		Managing Officer and Director
NOBLE LEASING V (SWITZERLAND) GMBH, as Guarantor
By:		/s/ David M.J. Dujacquier
		Name:		David M.J. Dujacquier
		Title:		Managing Officer and Chairman
NOBLE SERVICES INTERNATIONAL
LIMITED, as Guarantor
By:		/s/ Brad A. Baldwin
		Name:		Brad A. Baldwin
		Title:		President, Secretary and Director
NOBLECORP DRILLING HOLDINGS
SINGAPORE PTE. LTD., as Guarantor
By:		/s/ Claus Bachmann
		Name:		Claus Bachmann
		Title:		Chairman and Director

 

[Signature Page to Second Supplemental Indenture]

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PACIFIC DRILLING S.A., a société anonyme, with registered office at 25B, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, and registered with the Registre de Commerce et des Sociétés, Luxembourg under number B159658, as Guarantor
By:		/s/ David M.J. Dujacquier
		Name:		David M.J. Dujacquier
		Title:		Director
PACIFIC DRILLING COMPANY LLC, as
Guarantor
By:		/s/ Brad A. Baldwin
		Name:		Brad A. Baldwin
		Title:		President and Secretary
PACIFIC DRILLING OPERATIONS, INC., as
Guarantor
By:		/s/ Blake A. Denton
		Name:		Blake A. Denton
		Title:		President
PACIFIC SANTA ANA LIMITED, as Guarantor
By:		/s/ Brad A. Baldwin
		Name:		Brad A. Baldwin
		Title:		President, Secretary and Director

 

[Signature page to Second Supplemental Indenture]

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THE DRILLING COMPANY OF 1972 A/S, as
Guarantor
By:		/s/ Peter Asboe
		Name:		Peter Asboe
		Title:		Chief Executive Officer and Director

 

[Signature page to Second Supplemental Indenture]

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U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By:		/s/ Brian T. Jensen
		Name:		Brian T. Jensen
		Title:		Vice President

 

[Signature page to Second Supplemental Indenture]

Document and Entity Information	Aug. 22, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	Noble Corp plc
Amendment Flag	false
Entity Central Index Key	0001895262
Document Type	8-K
Document Period End Date	Aug. 22, 2024
Entity Incorporation State Country Code	X0
Entity File Number	001-41520
Entity Tax Identification Number	98-1644664
Entity Address, Address Line One	13135 Dairy Ashford
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Sugar Land
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77478
City Area Code	281
Local Phone Number	276-6100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Fair Value Measured at Net Asset Value Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	A Ordinary Shares, par value $0.00001 per share
Trading Symbol	NE
Security Exchange Name	NYSE
Tranche 1 Warrants Of Noble Corporation Plc 2 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Tranche 1 Warrants of Noble Corporation plc
Trading Symbol	NE WS
Security Exchange Name	NYSE
Tranche 2 Warrants Of Noble Corporation Plc 1 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Tranche 2 Warrants of Noble Corporation plc
Trading Symbol	NE WSA
Security Exchange Name	NYSE

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