| Item 1.01. | Entry into a Material Definitive Agreement |
The information contained in Item 2.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
Notes Offering
On August 22, 2024, Noble Finance II LLC (the “Issuer”), a wholly-owned subsidiary of Noble Corporation plc (the “Company”), closed its previously announced offering of an additional $800 million aggregate principal amount of the Issuer’s 8.000% Senior Notes due 2030 (the “New Notes”) in a private offering to eligible purchasers that is exempt from registration under the Securities Act of 1933, as amended. The New Notes were issued as additional notes under the indenture (the “Indenture”), dated April 18, 2023, among the Issuer, the guarantors party thereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to which the Issuer previously issued $600 million aggregate principal amount of its 8.000% Senior Notes due 2030 (the “Existing Notes”) in 2023, all of which remain outstanding.
The New Notes have the same terms as the Existing Notes, other than the issue date, the issue price, the first date on which interest will be paid and the first date from which interest will accrue, and are treated as a single series with the Existing Notes under the Indenture. The Existing Notes are, and the New Notes will be, guaranteed by certain direct and indirect restricted subsidiaries of the Issuer that guaranty the Issuer’s revolving credit facility.
The foregoing description of the Indenture and the New Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form of Note, copies of which are filed herewith as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.
Second Supplemental Indenture
On August 22¸2024, the Issuer, the Guarantors listed on the signature pages thereto, and the Trustee entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Indenture to, among other things, permit a dividend to the Company from the Issuer to fund the cash consideration in connection with Company’s pending merger with Diamond Offshore Drilling, Inc.
The foregoing description of the Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.3 and is incorporated herein by reference.
