United States securities and exchange commission logo
February 17, 2022
Robert W. Eifler
Chief Executive Officer
Noble Finco Limited
13135 Dairy Ashford, Suite 800
Sugar Land, TX 77478
Re: Noble Finco Limited
Amendment No. 1 to
Registration Statement on Form S-4
Filed February 7,
2022
File No. 333-261780
Dear Mr. Eifler:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 20, 2022 letter.
Amendment No.1 to Form S-4 filed February 7, 2022
Questions and Answers About the Business Combination and General Meeting
Q: What are the U.S. federal income tax consequences to me of the
Business Combination?, page
xvii
1. We note your revised
disclosure in response to prior comment 3 states that Kirkland
& Ellis LLP "intends"
to render to Noble its opinion to the effect that, based upon and
subject to the
assumptions, exceptions, limitations and qualifications set forth in the filing
and in the tax opinion
filed as an exhibit to the registration statement of which the proxy
statement/prospectus
forms a part, and the representations from Noble, Topco and Merger
Sub, the Merger will
qualify as a reorganization under Section 368(a) of the Code. We
further note that you
have filed a form of the tax opinion as Exhibit 8.1. Please file an
Robert W. Eifler
FirstName
Noble FincoLastNameRobert W. Eifler
Limited
Comapany17,
February NameNoble
2022 Finco Limited
February
Page 2 17, 2022 Page 2
FirstName LastName
executed tax opinion, and update your disclosure that Kirkland & Ellis
"intends" to render
such opinion. For guidance, please refer to Section III.D.2 of Staff
Legal Bulletin No. 19
(CF).
The Business Combination
Projections Prepared by Maersk Drilling's Management, page 88
2. We note that the primary assumptions underlying Maersk Drilling s
management s
financial projections included uptime, operating expenditures and
SG&A. Please expand
your disclosure to clarify how those factors and assumptions relate to
the forecasted
financial information, quantifying the assumptions that were used.
Description of the Exchange Offer, page 118
3. We note your response to prior comment 9. That comment is reissued. It
appears that
from an Internet search that this transaction was announced in
November 2021. Refer to
Instruction 5 to Rule 14d-2(b) of Regulation 14D for the definition of
"public
announcement." Please see also the July 2001 3rd Supplement to the
Compliance
& Disclosure Interpretations, Section I.A. Q2 for further guidance.
Your revised
discussion of the availability of the cross-border exemptions for this
transaction should
detail how you calculated U.S. ownership, and as of what dates, within
the parameters
established by the Instructions to Rules 14d-1(c) and (d). We will
revisit compliance with
our prior comments relating to the tender offer rules once we have an
understanding of
what (if any) cross-border exemptions are available for this
transaction, based on your
revised analysis.
Unaudited Pro Forma Condensed Combined Financial Information
Note 1 - Basis of Presentation, page 158
4. We note that you have modified the disclosures in Note 10 to reflect a
range of acceptance
scenarios in response to prior comment 20. Please provide an
introductory notation
immediately above the pro forma tabulations on pages 155-157 to
clarify that you are
illustrating on those pages the scenario of Topco acquiring 100% of
the outstanding
Maersk Drilling Shares and voting rights of Maersk Drilling, and to
provide reference to
the tabulations in Note 10 on pages 184-185, for illustrations of the
effects of the alternate
70% and 90% acceptance scenarios.
5. Please expand your summary of pro forma information on page 26 to
include comparable
details pertaining to the alternate acceptance scenarios depicted in
Note 10.
Note 9 - Business Combination Transaction Accounting Adjustments
CC) Weighted Average Shares Outstanding and Loss Per Share, page 181
6. We note that in response to prior comment 21 you added a footnote to
the tabulation on
page 182 to explain that the diluted pro forma share count excludes
various potential
dilutive instruments because they are anti-dilutive. Please further
expand this disclosure,
Robert W. Eifler
Noble Finco Limited
February 17, 2022
Page 3
and the corresponding footnote to the tabulation on page 185, to quantify
such potential
dilutive instruments.
Business of Maersk Drilling and Certain Information about Maersk Drilling
Liabilities and Indebtedness, page 199
7. We note your revised disclosure in response to prior comment 23 and
reissue it in
part. Please expand your disclosure to include the interest rate for the
DSF Facility
Agreement. In addition, please file Maersk Drilling Group's Syndicated
Facilities
Agreement, including the Revolving Credit Facility and the Term Loan
Facility, and form
of the amendment to the Syndicated Facilities Agreement when agreed, as
well as the DSF
Facility Agreement or tell us why you believe you are not required to do
so. Refer to Item
601(b)(10) of Regulation S-K.
Exchange Offer Prospectus
Tax Consequences of the Offer, page ALT-23
8. We note your disclosure here that if the Merger does not qualify as an F
Reorganization, it
is not clear how the transactions would be characterized for U.S. federal
income tax
purposes and what the resulting tax consequences would be. Please expand
your
disclosure to discuss the federal income tax consequences of the Offer if
the Merger does
not qualify as an F Reorganization, and add risk factor disclosure for
any related risks that
are material.
Comparison of Shareholder Rights, page 251
9. Please update your discussion on page 275 regarding your exclusive forum
provision to
reflect the revisions to such provision with respect to any complaint
asserting a cause of
action arising under the Securities Act or the Exchange Act.
You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or
Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. For questions relating to tender
offer rules, contact
Christina Chalk, Senior Special Counsel in the Office of Mergers and
Acquisition, at (202) 551-
3263. Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 or Laura
Nicholson,
Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
FirstName LastNameRobert W. Eifler
Division of
Corporation Finance
Comapany NameNoble Finco Limited
Office of Energy &
Transportation
February 17, 2022 Page 3
cc: Debbie Yee
FirstName LastName