Noble Finco Limited
13135 Dairy Ashford, Suite 800
Sugar Land, Texas 77478
April 5, 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. 3 to Registration Statement on Form S-4 | ||||
| Filed March 31, 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 April 4, 2022, with respect to the above referenced Amendment No. 3 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. 3 to Registration Statement on Form S-4
Exhibits
1. Staff’s comment: We note that Travers Smith LLP has provided an opinion regarding the validity of the Topco Shares to be issued in the Business Combination in Exhibit 5.1. Please have counsel revise its opinion to also opine that Topco has the corporate power and authority to execute and deliver and to perform all of its obligations under the warrant agreements.
Response:
We acknowledge the Staff’s comment and have revised Exhibit 5.1 of the Revised Registration Statement accordingly.
*****
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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