| Item 2.03. | Creation of a Direct Financial Obligation |
As previously disclosed, on November 22, 2022, Noble Corporation plc (the “Company”) entered into a Term Facility Agreement among The Drilling Company of 1972 A/S, as the Borrower (the “Borrower”), the Company, as parent guarantor, certain subsidiaries of the Borrower party thereto as guarantors, DNB Capital LLC, JP Morgan Chase Bank N.A., London Branch, Nykredit Bank A/S, Clifford Capital Pte. Ltd., Barclays Bank PLC, Danske Bank A/S, HSBC Bank USA, N.A., Nordea Bank ABP, New York Branch and Morgan Stanley Senior Funding, Inc., as Mandated Lead Arrangers and Bookrunners, DNB Markets, Inc., as Coordinator, DNB Bank ASA New York Branch as Agent and Security Agent and the other lenders party thereto (the “New DNB Credit Facility”). On December 22, 2022 the Utilisation Date (as defined in the New DNB Credit Facility) occurred under the New DNB Credit Facility, and the Borrower borrowed the full $350,000,000 available thereunder.
In connection with the borrowing under the New DNB Credit Facility, the credit facility dated December 6, 2018, entered into among Maersk Drilling Holding A/S, as borrower, and others party thereto, and DNB Bank ASA as arranger, agent and security (the “Prior DNB Credit Facility”) was repaid and terminated in full. The Prior DNB Credit Facility had established a term and revolving credit facility of $1,550,000,000. All collateral and security interests related to the Prior DNB Credit Facility have or will be released and terminated in full.
The foregoing description of the New DNB Credit Facility is qualified in its entirety by reference to the full and complete terms of the New DNB Credit Facility, which was filed as Exhibit 10.1 to the Company Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 29, 2022, and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On the Utilisation Date, the Company issued a press release in connection with the borrowing under the New DNB Credit Facility. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing or this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| | |
Exhibit
Number | | Description |
| |
| 10.1 | | Term Facility Agreement, dated as of November 22, 2022, by the Borrower, the Company, certain subsidiaries of the Borrower party thereto as guarantors, DNB Capital LLC, JP Morgan Chase Bank N.A., London Branch, Nykredit Bank A/S, Clifford Capital Pte. Ltd., Barclays Bank PLC, Danske Bank A/S, HSBC Bank USA, N.A., Nordea Bank ABP, New York Branch and Morgan Stanley Senior Funding, Inc., as Mandated Lead Arrangers and Bookrunners, DNB Markets, Inc., as Coordinator, DNB Bank MSA New York Branch as Agent and Security Agent and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 29, 2022). |
| |
| 99.1 | | Press Release, dated December 22, 2022 |
| |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
