UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): October 12, 2020

NOBLE CORPORATION plc

(Exact name of registrant as specified in its charter)


England and Wales	001-36211	98-0619597
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification number)


10 Brook Street London, England		W1S 1BG
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (281)

276-6100

NOBLE CORPORATION

(Exact name of Registrant as specified in its charter)


Cayman Islands	001-31306	98-0366361
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification number)


Suite 3D, Landmark Square 64 Earth Close P.O. Box 31327 Georgetown, Grand Cayman, Cayman Islands, BWI		KY-1 1206
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (345)

938-0293

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule

14a-12

under the Exchange Act (17 CFR

240.14a-12)

☐

Pre-commencement

communications pursuant to Rule

14d-2(b)

under the Exchange Act (17 CFR

240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule

13e-4(c)

under the Exchange Act (17 CFR

240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Shares, Nominal Value $0.01 per Share	NEBLQ*	*

*	On July 31, 2020, the New York Stock Exchange suspended trading in the ordinary shares at the market opening. Since August 4, 2020, the ordinary shares have been quoted on the OTC Pink Open Market under the symbol “NEBLQ.”

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This combined filing on Form

8-K

is separately filed by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales

(“Noble-U.K.”),

and Noble Corporation, a Cayman Islands company (“Noble-Cayman”). Information in this filing relating to Noble-Cayman is filed by

Noble-U.K.

and separately by Noble-Cayman on its own behalf. Noble-Cayman makes no representation as to information relating to

Noble-U.K.

(except as it may relate to Noble-Cayman) or any other affiliate or subsidiary of

Noble-U.K.

This report should be read in its entirety as it pertains to each of

Noble-U.K.

and Noble-Cayman.

Item 1.01

Entry into a Material Definitive Agreement

As previously reported, on July 31, 2020,

Noble-U.K.

and certain of its subsidiaries, including Noble-Cayman (collectively, the “Debtors,” the “Company,” “we,” “us” or “our”), commenced voluntary cases under chapter 11 of title 11 of the United States Code (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).

Also as previously reported, on July 31, 2020, the Debtors entered into a Restructuring Support Agreement (together with all exhibits and schedules thereto, the “Restructuring Support Agreement”) with the Consenting Creditors (as defined in the Restructuring Support Agreement).

On October 12, 2020, the Debtors entered into a Backstop Commitment Agreement (together with all exhibits and schedules thereto, the “Backstop Commitment Agreement”) with the backstop parties thereto (each, a “Backstop Party” and collectively, the “Backstop Parties”), pursuant to which

Noble-U.K.

shall conduct a rights offering (the “Rights Offering”) of senior secured second lien notes (“Second Lien Notes”) and new ordinary shares of the reorganized Company (“New Shares”) at an aggregate subscription price of $200 million, which shall be fully backstopped by the Backstop Parties (the “Backstop Commitment”). The Bankruptcy Court approved the Backstop Commitment Agreement on October 9, 2020. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Backstop Commitment Agreement.

The Backstop Commitment Agreement provides that (i) $116 million (less the aggregate nominal value of 58% of the Participation Equity (as defined below)) in aggregate principal amount of Second Lien Notes (equal to 58% of the Second Lien Notes offered in connection with the Rights Offering), including the Ad Hoc Guaranteed Group Holdback Notes (as defined below), shall be offered to holders of Allowed General Unsecured Claims against Debtor Group B (as defined in the Plan) (including Priority Guaranteed Notes Claims (as defined in the Plan)) (the “Guaranteed Notes Allocation”) and (ii) the Guaranteed Notes Allocation shall be fully backstopped by the members of the Ad Hoc Guaranteed Group (the “Ad Hoc Guaranteed Group Backstop Parties”); provided, however, that in connection with an undersubscription of the Guaranteed Notes Allocation, the Ad Hoc Legacy Group shall have the exclusive right to purchase the first $6 million of Unsubscribed Securities that are unsubscribed under the Guaranteed Notes Allocation before the Ad Hoc Guaranteed Group backstop is implemented.

The Backstop Commitment Agreement provides that (i) $84 million (less the aggregate nominal value of 42% of the Participation Equity) in aggregate principal amount of Second Lien Notes (equal to 42% of the Second Lien Notes offered in connection with the Rights Offering), including the Ad Hoc Legacy Group Holdback Notes (as defined below), shall be offered to holders of Allowed General Unsecured Claims against Debtor Group C (as defined in the Plan) (including Legacy Notes Claims (as defined in the Plan)) (the “Legacy Notes Allocation”) and (ii) the Legacy Notes Allocation shall be fully backstopped by the members of the Ad Hoc Legacy Group (the “Ad Hoc Legacy Group Backstop Parties”).

The Backstop Commitment Agreement provides that each participant in the Rights Offering in respect of (i) the Guaranteed Notes Allocation shall subscribe for its pro rata share (based on the amount of such participant’s outstanding Guaranteed Notes) of 8,700,000 New Shares (equal to 17.4% of the New Shares issued and outstanding immediately after the Effective Date (subject to dilution by the Warrants and the MIP)), including the Ad Hoc Guaranteed Group Holdback Shares (as defined below), and (ii) the Legacy Notes Allocation shall subscribe for its pro rata share (based on the amount of such participant’s outstanding Legacy Notes) of 6,300,000 New Shares (equal to 12.6% of the New Shares issued and outstanding immediately after the Effective Date (subject to dilution by the Warrants and the MIP)), including the Ad Hoc Legacy Group Holdback Shares (as defined below) (collectively, the “Participation Equity”).

Pursuant to the terms of the Backstop Commitment Agreement, (i) the Ad Hoc Guaranteed Group Backstop Parties have agreed to subscribe for on the Effective Date, at an aggregate subscription price of $43.5 million, (x) $43.5 million (less the aggregate nominal value of the Ad Hoc Guaranteed Group Holdback Shares) in aggregate principal amount of Second Lien Notes (the “Ad Hoc Guaranteed Group Holdback Notes”) and (y) 3,262,500 New Shares (equal to 6.525% of the New Shares issued and outstanding immediately after the Effective Date (subject to dilution by the Warrants and the MIP)) (the “Ad Hoc Guaranteed Group Holdback Shares”) and (ii) (A) the Ad Hoc Legacy Group Backstop Parties and (B) certain Legacy Noteholders that participated in a joinder process to commit to fund a portion of the Rights Offering have agreed to subscribe for on the Effective Date, at an aggregate subscription price of $31.5 million, (x) $31.5 million (less the aggregate nominal value of the Ad Hoc Legacy Group Holdback Shares) in aggregate principal amount of Second Lien Notes (the “Ad Hoc Legacy Group Holdback Notes”) and (y) 2,362,500 New Shares (equal to 4.725% of the New Shares issued and outstanding immediately after the Effective Date (subject to dilution by the Warrants and the MIP)) (the “Ad Hoc Legacy Group Holdback Shares”).

As consideration for the Backstop Commitment and the other agreements of the Backstop Parties in the Backstop Commitment Agreement, the Backstop Commitment Agreement provides that, upon the Effective Date, the Debtors shall pay (i) to the Ad Hoc Guaranteed Group Backstop Parties, a backstop premium (the “Ad Hoc Guaranteed Group Backstop Premium”),

paid-in-kind,

of Second Lien Notes equal to 8% of the Guaranteed Notes Allocation, representing $9,280,000 in aggregate principal amount of Second Lien Notes, multiplied by such Backstop Party’s Backstop Commitment Percentage (together with New Shares equal to 8% of the total amount of Participation Equity issued in respect of the Guaranteed Notes Allocation multiplied by such Backstop Party’s Backstop Commitment Percentage (subject to dilution by the Warrants and the MIP)); and (ii) to the Ad Hoc Legacy Group Backstop Parties, a backstop premium (the “Ad Hoc Legacy Group Backstop Premium”, and together with the Ad Hoc Guaranteed Group Backstop Premium, the “Backstop Premiums”),

paid-in-kind,

of Second Lien Notes equal to 8% of the Legacy Notes Allocation, representing $6,720,000 in aggregate principal amount of Second Lien Notes, multiplied by such Backstop Party’s Backstop Commitment Percentage (together with New Shares equal to 8% of the total amount of Participation Equity issued in respect of the Legacy Notes Allocation multiplied by such Backstop Party’s Backstop Commitment Percentage, such that the aggregate amount of New Shares included in the Backstop Premiums for Ad Hoc Guaranteed Group Backstop Parties and Ad Hoc Legacy Group Backstop Parties represents 2.4% of the New Shares (subject to dilution by the Warrants and the MIP)).

The transactions contemplated by the Backstop Commitment Agreement are subject to the satisfaction or waiver of certain conditions precedent, including, among others, that (i) the Bankruptcy Court shall have confirmed the Plan and (ii) the Rights Offering shall have been conducted in all material respects in accordance with applicable orders of the Bankruptcy Court, the Plan and the Backstop Commitment Agreement.

The Backstop Commitment Agreement contains certain termination rights for the Company, the Requisite Guaranteed Backstop Parties and the Requisite Legacy Backstop Parties, including, among others, (i) if the Closing Date has not occurred by February 16, 2021 (which may be extended (x) in certain circumstances relating to a Backstop Party Default or (y) automatically for up to an additional 60 days if all conditions precedent to the obligations of the Backstop Parties, other than the expiration of applicable waiting periods and/or receipt of certain required governmental and third-party approvals, have been or are capable of being satisfied on or prior to February 16, 2021) and (ii) upon the termination of the Restructuring Support Agreement. If the Backstop Commitment Agreement is terminated in certain circumstances, the Debtors shall be required to make a $10 million aggregate termination payment to the Backstop Parties.

The above description of the terms of the Backstop Commitment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Backstop Commitment Agreement, which is attached as an exhibit hereto and incorporated herein by reference.

* * * * *

Cautionary Information Regarding Trading in the Company’s Securities

The Company cautions that trading in

Noble-U.K.’s

securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for

Noble-U.K.’s

securities may bear little or no relationship to the actual recovery, if any, by holders of

Noble-U.K.’s

securities in the Chapter 11 Cases. The Company expects that, other than the possibility of the issuance of very speculative warrants as contemplated by the Restructuring Support Agreement,

Noble-U.K.’s

equity holders will experience a complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form

8-K

includes “forward-looking statements” within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this report or in the documents incorporated by reference, including those regarding the effect, impact, potential duration and other implications of the Chapter 11 Cases, the global novel strain of coronavirus

(“COVID-19”)

pandemic, and agreements regarding production levels among members of the Organization of Petroleum Exporting Countries and other oil and gas producing nations (“OPEC+”), and any expectations we may have with respect thereto, and those regarding rig demand, the offshore drilling market, oil prices, contract backlog, fleet status, our future financial position, business strategy, impairments, repayment of debt, credit ratings, liquidity, borrowings under our credit facility or other instruments, sources of funds, future capital expenditures, contract commitments, dayrates, contract commencements, extension or renewals, contract tenders, the outcome of the Paragon Offshore litigation (if the previously disclosed Settlement Agreement is not approved by the Bankruptcy Court), or any other dispute, litigation, audit or investigation, plans and objectives of management for future operations, foreign currency requirements, results of joint ventures, indemnity and other contract claims, reactivation, refurbishment, conversion and upgrade of rigs, industry conditions, access to financing, impact of competition, governmental regulations and permitting, availability of labor, worldwide economic conditions, taxes and tax rates, indebtedness covenant compliance, dividends and distributable reserves, timing or results of acquisitions or dispositions, and timing for compliance with any new regulations are forward-looking statements. When used in this report, or in the documents incorporated by reference, the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should,” “shall” and “will” and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this Current Report on

Form 8-K

and we undertake no obligation to revise or update any forward-looking statement for any

reason, except as required by law. We have identified factors, including, but not limited to, whether the conditions to the effectiveness of the Settlement Agreement will be satisfied or waived, risks and uncertainties relating to the Chapter 11 Cases (including but not limited to our ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and its various constituents, the impact of Bankruptcy Court rulings in the Chapter 11 Cases, our ability to develop and implement a plan of reorganization that will be approved by the Bankruptcy Court and the ultimate outcome of the Chapter 11 Cases in general, the length of time we will operate under the Chapter 11 Cases, attendant risks associated with restrictions on our ability to pursue our business strategies, risks associated with third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on our liquidity, the potential cancellation of our ordinary shares in the Chapter 11 Cases, the potential material adverse effect of claims that are not discharged in the Chapter 11 Cases, uncertainty regarding our ability to retain key personnel and uncertainty and continuing risks associated with our ability to achieve our stated goals and continue as a going concern), the effects of public health threats, pandemics and epidemics, such as the recent and ongoing outbreak of

COVID-19,

and the adverse impact thereof on our business, financial condition and results of operations (including but not limited to our growth, operating costs, supply chain, availability of labor, logistical capabilities, customer demand for our services and industry demand generally, our liquidity, the price of our securities and trading markets with respect thereto, our ability to access capital markets, and the global economy and financial markets generally), the effects of actions by, or disputes among OPEC+ members with respect to production levels or other matters related to the price of oil, market conditions, factors affecting the level of activity in the oil and gas industry, supply and demand of drilling rigs, factors affecting the duration of contracts, the actual amount of downtime, factors that reduce applicable dayrates, operating hazards and delays, risks associated with operations outside the US, actions by regulatory authorities, credit rating agencies, customers, joint venture partners, contractors, lenders and other third parties, legislation and regulations affecting drilling operations, compliance with regulatory requirements, violations of anti-corruption laws, shipyard risk and timing, delays in mobilization of rigs, hurricanes and other weather conditions, and the future price of oil and gas, that could cause actual plans or results to differ materially from those included in any forward-looking statements. These factors include those referenced or described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form

10-K

for the year ended December 31, 2019, in Part II, Item 1A. “Risk Factors” of our Quarterly Report on Form

10-Q

for the quarter ended March 31, 2020, in Part II, Item 1A. “Risk Factors” of our Quarterly Report on Form

10-Q

for the quarter ended June 30, 2020, and in our other filings with the SEC. We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:


10.1**		Backstop Commitment Agreement, dated October 12, 2020, by and among the Debtors and the Backstop Parties.

104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

**	Certain portions of the exhibit have been omitted. The Company agrees to furnish a supplemental copy with any omitted information to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October

, 2020


NOBLE CORPORATION plc

By:		/s/ Richard B. Barker
Name:		Richard B. Barker
Title:		Senior Vice President and Chief Financial Officer

NOBLE CORPORATION

By:		/s/ Richard B. Barker
Name:		Richard B. Barker
Title:		Director, Senior Vice President and Chief Financial Officer

NOBLE CORP 8-K