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): December 28, 2016
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 or organization) | | (Commission file number) | | (I.R.S. employer identification number) |
| |
Devonshire House, 1 Mayfair Place London, England | | W1J8AJ |
| (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 or organization) | | (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)) |
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.
Tender Offers
On December 28, 2016,Noble-U.K. issued a press release announcing the results to date of the previously announced cash tender offers (the “Tender Offers”) by Noble Holding International Limited (“NHIL”) and Noble-Cayman for NHIL’s outstanding 4.90% Senior Notes due 2020, 4.625% Senior Notes due 2021 and 3.95% Senior Notes due 2022 (collectively, the “Notes”). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This current report does not constitute an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offers. The Tender Offers are only being made pursuant to an Offer to Purchase and the related Letter of Transmittal. The Tender Offers are not being made to holders of Notes in any state or jurisdiction in which the making or acceptance thereof would be unlawful under the securities laws of any such jurisdiction.
The foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| | | | |
EXHIBIT
NUMBER | | | | DESCRIPTION |
| | |
| 99.1 | | — | | Press Release issued by Noble Corporation plc dated December 28, 2016. |
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, a public limited company incorporated under the laws of England and Wales |
| | |
| Date: December 28, 2016 | | | | |
| | | |
| | | | By: | | /s/ Dennis J. Lubojacky |
| | | | Name: | | Dennis J. Lubojacky |
| | | | Title: | | Chief Financial Officer, Vice President and Controller |
| | |
| | | | Noble Corporation, a Cayman Islands company |
| | | |
| | | | By: | | /s/ Dennis J. Lubojacky |
| | | | Name: | | Dennis J. Lubojacky |
| | | | Title: | | Vice President and Chief Financial Officer |
INDEX TO EXHIBITS
| | | | |
EXHIBIT
NUMBER | | | | DESCRIPTION |
| | |
| 99.1 | | — | | Press Release issued by Noble Corporation plc dated December 28, 2016. |
