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. |
| | | | |
EXHIBIT
NUMBER | | | | DESCRIPTION |
| | |
| 4.1 | | — | | First Amendment to Revolving Credit Agreement, dated as of July 26, 2019, among Noble Holding UK Limited, as Parent Guarantor, Noble Cayman Limited, as the Company and a Borrower, Noble International Finance Company, as a Designated Borrower, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. |
