Noble Finco Limited
13135 Dairy Ashford, Suite 800
Sugar Land, Texas 77478
March 31, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, NE
Washington, D.C. 20549
| Attention: | John Cannarella |
Karl Hiller |
Christina Chalk |
Karina Dorin |
Laura Nicholson |
| Re: | Noble Finco Limited |
Amendment No. 2 to Registration Statement on Form S-4
Filed March 9, 2022
File No. 333-261780
Ladies and Gentlemen:
This letter sets forth the response of Noble Finco Limited (the “Company”) to the comments of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated March 25, 2022, with respect to the above referenced Amendment No. 2 to Registration Statement on Form S-4 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing a revised Registration Statement on Form S-4 (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement.
Set forth below is the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter in italics.
Amendment No. 2 to Form S-4
General
1. Staff’s comment: Refer to your response to comment 3 in your letter dated March 9, 2022. You appear to be relying on the Tier I cross-border exemption from U.S. tender offer rules, but not availing yourself of the corresponding cross-border exemption (Rule 802) from the registration requirements of Section 5 of the Securities Act of 1933. Given that this may be confusing for shareholders, revise the exchange offer prospectus to briefly describe.
Response:
We acknowledge the Staff’s comment and have revised the disclosure on the explanatory note and page 122 of the Revised Registration Statement.
*****
We respectfully request the Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact Sean Wheeler, Debbie Yee or Anne Peetz of Kirkland & Ellis LLP at (713) 836-3427, (713) 836-3630 or (713) 836-3711, respectively, with any questions or further comments regarding the responses to the Staff’s comments.
| Sincerely, | ||
| NOBLE FINCO LIMITED | ||
| By: | /s/ Robert W. Eifler | |
| Name: Robert W. Eifler | ||
| Title: Chief Executive Officer and Director | ||
Enclosures
| cc: | William E. Turcotte (Noble Finco Limited) |
Connie Milonakis (Davis Polk &Wardwell London LLP)
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