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): January 17, 2018
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)) |
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).
| ☐ | 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.
Senior Notes Offering
On January 17, 2018,Noble-U.K. issued a press release regarding the commencement by Noble Holding International Limited, a Cayman Islands exempted company and an indirect, wholly owned subsidiary ofNoble-U.K. (“NHIL”) of an offering to eligible purchasers of $500 million aggregate principal amount of senior unsecured guaranteed notes of NHIL due 2026, pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
This current report does not constitute an offer to sell, or a solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Offers of securities will be made in the United States only by means of a private offering memorandum pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
Tender Offers
On January 17, 2018,Noble-U.K. issued a press release announcing the commencement of cash tender offers (the “Tender Offers”) by NHIL and Noble-Cayman for up to an aggregate principal amount of Notes (as defined below) that will not result in an aggregate purchase price that exceeds $750 million of NHIL’s outstanding 4.00% Senior Notes due 2018 (for which the interest rate has been increased to 5.75%), 4.90% Senior Notes due 2020, 4.625% Senior Notes due 2021, 3.95% Senior Notes due 2022, 7.75% Senior Notes due 2024 and the outstanding 7.50% Senior Notes due 2019 issued by certain subsidiaries of Noble-Cayman (collectively, the “Notes”). In connection with certain of the Tender Offers, NHIL is also soliciting consents from holders of certain series of Notes to amend certain provisions of the applicable indentures with respect to the applicable series of Notes (the “Consent Solicitations”). A copy of the press release is attached hereto as Exhibit 99.2 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 and the Consent Solicitations are only being made pursuant to an Offer to Purchase and Consent Solicitation Statement and the accompanying Letter of Transmittal and Consent. The Tender Offers and the Consent Solicitations 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 and Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and 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.
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| Date: January 17, 2018 | | | | Noble Corporation plc, a company registered under the laws of England and Wales |
| | | |
| | | | By: | | /s/ Adam C. Peakes |
| | | | | | Adam C. Peakes |
| | | | | | Senior Vice President and Chief Financial Officer |
| | |
| | | | Noble Corporation, a Cayman Islands company |
| | | |
| | | | By: | | /s/ Thomas B Sloan Jr. |
| | | | | | Thomas B Sloan Jr. |
| | | | | | Vice President and Chief Financial Officer |
