UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): July 26, 2019
NOBLE CORPORATION plc
(Exact name of registrant as specified in its charter)
| 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) |
Registrant’s telephone number, including area code: +44 20 3300 2300
NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)
| 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) | |||
Registrant’s telephone number, including area code: (345)938-0293
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 | ||
| Shares, Nominal Value $0.01 per Share | NE | 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 Rule12b-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. ☐
Explanatory Note
This combined filing on Form8-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 byNoble-U.K. and separately by Noble-Cayman on its own behalf. Noble-Cayman makes no representation as to information relating toNoble-U.K. (except as it may relate to Noble-Cayman) or any other affiliate or subsidiary ofNoble-U.K. This report should be read in its entirety as it pertains to each ofNoble-U.K. and Noble-Cayman.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 26, 2019, Noble Holding UK Limited (“NHUK”), a company incorporated under the laws of England and Wales and a wholly-owned direct subsidiary ofNoble-U.K., as parent guarantor, Noble Cayman Limited, a Cayman Islands company and a wholly-owned indirect subsidiary of Noble Cayman (“NCL”), as a borrower, Noble International Finance Company, a Cayman Islands company and wholly-owned indirect subsidiary of Noble-Cayman (“NIFCO”), as a designated borrower, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent entered into a First Amendment to Revolving Credit Agreement (the “Amendment”) amending NCL’s Revolving Credit Agreement, dated as of December 21, 2017, among NCL and NIFCO, as borrowers, NHUK, as parent guarantor, JPMorgan, as administrative agent, the subsidiary guarantors from time to time party thereto and the lenders,co-syndication agents andco-documentation agents party thereto (as amended by the Amendment, the “2017 Credit Agreement”).
The Amendment, among other things, (i) replaced the covenant that limited NHUK’s ratio of debt to total tangible capitalization with a covenant that limits its ratio of Senior Guaranteed Indebtedness (as defined therein) to Adjusted EBITDA (as defined therein) as of the last day of each fiscal quarter, with such ratio not to exceed 4.0 to 1.0 for the fiscal quarters ending September 30, 2019 through December 31, 2020, 3.5 to 1.0 for the first fiscal quarters ending March 31, 2021 through December 31, 2021, and 3.0 to 1.0 for the fiscal quarters ending March 31, 2022 and thereafter, (ii) reduced total commitments under the 2017 Credit Agreement from $1.5 billion to $1.3 billion and (iii) added a requirement that any amounts drawn under the 2017 Credit Agreement not exceed the amount available under the Indenture Secured Debt Basket (as defined therein). The maturity of the 2017 Credit Agreement remains January 2023.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form8-K and is incorporated herein by reference.
| Item 2.03 | Creation of Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report on Form8-K is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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.
| NOBLE CORPORATION plc | ||||||
| Date: July 31, 2019 | By: | /s/ Adam C. Peakes | ||||
| Adam C. Peakes | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
| NOBLE CORPORATION | ||||||
| By: | /s/ Adam C. Peakes | |||||
| Adam C. Peakes | ||||||
| Director, Vice President and Chief Financial Officer | ||||||
