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): February 29, 2016
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 or organization) |
(Commission file number) |
(I.R.S. employer identification number) | ||
Devonshire House, 1 Mayfair Place London, England |
W1J8AJ | |||
(Address of principal executive offices) | (Zip code) |
Registrants telephone number, including area code: +44 20 3300 2300
NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)
Cayman Islands | 001-31306 | 98-0366361 | ||
(State or other jurisdiction of incorporation or organization) |
(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) |
Registrants 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)) |
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 8.01 | Other Events. |
Tender Offers
On March 3, 2016, Noble-U.K. issued a press release announcing the commencement of cash tender offers by Noble Holding International Limited, a Cayman Islands exempted company (NHIL) and an indirect, wholly-owned subsidiary of Noble-U.K. and Noble-Cayman, for NHILs outstanding 4.90% Senior Notes due 2020 and 4.625% Senior Notes due 2021 (collectively, the Notes). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The foregoing information, including Exhibit 99.1, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Downgrade in Credit Rating
On February 29, 2016, NHILs senior notes, including the Notes, were downgraded to B1 from Baa3 by Moodys Investors Service. NHILs senior notes, including the Notes, are also under review for a potential downgrade by Standard and Poors Ratings Services. The timing and magnitude of any such potential downgrade are not certain.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
EXHIBIT |
DESCRIPTION | |||
99.1 | | Press Release issued by Noble Corporation plc dated March 3, 2016. |
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.
Noble Corporation plc, a public limited company incorporated | ||||
under the laws of England and Wales | ||||
Date: March 3, 2016 | ||||
By: | /s/ Dennis J. Lubojacky | |||
Name: | Dennis J. Lubojacky | |||
Title: | Chief Financial Officer, Vice President and | |||
Controller | ||||
Noble Corporation, a Cayman Islands company | ||||
By: | /s/ Dennis J. Lubojacky | |||
Name: | Dennis J. Lubojacky | |||
Title: | Vice President and Chief Financial Officer |
INDEX TO EXHIBITS
EXHIBIT |
DESCRIPTION | |||
99.1 | | Press Release issued by Noble Corporation plc dated March 3, 2016. |
Exhibit 99.1
Noble Corporation plc Devonshire House 1 Mayfair Place London W1J 8AJ England
|
|
PRESS RELEASE
NOBLE CORPORATION PLC ANNOUNCES CASH TENDER OFFER FOR SENIOR
NOTES BY WHOLLY-OWNED SUBSIDIARY
LONDON, March 3, 2016/PRNewswire/ Noble Corporation plc (NYSE: NE) announced today, on behalf of its indirect, wholly-owned subsidiary, Noble Holding International Limited (NHIL), that NHIL has commenced cash tender offers (the Tender Offers) for up to an aggregate principal amount that will not result in an Aggregate Purchase Price (as defined below) that exceeds $200,000,000 (subject to increase by NHIL, the Aggregate Maximum Tender Amount) of NHILs 4.90% Senior Notes due 2020 (the 2020 Notes), of which $500,000,000 principal amount is currently outstanding, and NHILs 4.625% Senior Notes due 2021 (together with the 2020 Notes, the Notes), of which $400,000,000 principal amount is currently outstanding. NHIL intends to fund the Tender Offers, including fees and expenses (including accrued interest) payable in connection with the Tender Offers, with cash on hand and borrowings under an existing credit facility. Information related to the Notes and the Tender Offers is listed in the table below. NHIL refers to the aggregate amount that all holders of Notes are entitled to receive, excluding Accrued Interest (as defined below), for their Notes that are validly tendered and accepted for purchase by NHIL as the Aggregate Purchase Price.
The terms and conditions of the Tender Offers are described in an Offer to Purchase, dated March 3, 2016 (the Offer to Purchase), and the related Letter of Transmittal. The amounts of each series of Notes to be purchased may be prorated as set forth in the Offer to Purchase.
Title of Notes |
CUSIP Number |
Aggregate Principal Amount Outstanding |
Acceptance Priority Level |
Tender Offer Consideration (1) |
Early Tender Premium(1) |
Total Consideration(1)(2) |
||||||||||||||||
4.90% Senior Notes due 2020 |
65504LAC1 | $ | 500,000,000 | 1 | $ | 630.00 | $ | 50.00 | $ | 680.00 | ||||||||||||
4.625% Senior Notes due 2021 |
65504LAF4 | $ | 400,000,000 | 2 | $ | 560.00 | $ | 50.00 | $ | 610.00 |
(1) | Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by NHIL. |
(2) | Includes the Early Tender Premium (as defined below) for Notes validly tendered prior to the Early Tender Date (and not validly withdrawn) and accepted for purchase by NHIL. |
The order of priority for the purchase of the Notes (the Acceptance Priority Levels) is shown in the table above, with 1 being the higher Acceptance Priority Level and 2 being the lower Acceptance Priority Level. The Tender Offers will expire at 11:59 p.m., New York City time, on March 31, 2016, unless extended or earlier terminated by NHIL (the Expiration Date). No tenders submitted after the Expiration Date will be valid.
Subject to the terms and conditions of the Tender Offers, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by NHIL pursuant to the Tender Offers will be the tender offer consideration for such series of Notes set forth in the table above (with respect to each series of Notes, the Tender Offer Consideration). Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on March 16, 2016 (such date and time, as it may be extended, the Early Tender Date) and accepted for purchase by NHIL pursuant to the Tender Offers will receive the applicable Tender Offer Consideration for such series, plus the early tender premium for such series of Notes set forth in the table above (with respect to each series of Notes, the Early Tender Premium). Holders of Notes tendering their Notes after the Early Tender Date will not be eligible to receive the Early Tender Premium.
All Notes validly tendered and accepted for purchase by NHIL pursuant to the Tender Offers will receive the applicable consideration set forth in the table above, plus accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date (as defined below) (Accrued Interest).
Tendered Notes may be withdrawn from the Tender Offers at or prior to 5:00 p.m., New York City time, on March 16, 2016, unless extended by NHIL (such date and time, as it may be extended, the Withdrawal Deadline). Holders who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes.
NHIL reserves the right, but is under no obligation, at any point following the Early Tender Date and before the Expiration Date, subject to the satisfaction or waiver of the conditions to the Tender Offers, to accept for purchase any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date (the settlement date of such purchase being the Early Settlement Date), subject to the Aggregate Maximum Tender Amount, the Acceptance Priority Levels and proration. The Early Settlement Date will be determined at NHILs option and is currently expected to occur on March 17, 2016, the first business day after the Early Tender Date, subject to all conditions to the Tender Offers having been either satisfied or waived by NHIL. On such Early Settlement Date, NHIL will accept Notes validly tendered at or prior to the Early Tender Date, subject to the Aggregate Maximum Tender Amount, the Acceptance Priority Levels and proration. NHIL will purchase any remaining Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date and that NHIL chooses to accept for purchase, subject to all conditions to the Tender Offers having been either satisfied or waived by NHIL, promptly following the Expiration Date (the settlement date of such purchase being the Final Settlement Date, the Final Settlement Date and the Early Settlement Date each being a Settlement Date). The Final Settlement Date is expected to occur on April 1, 2016, the first business day following the Expiration Date. Notes accepted on the Final Settlement Date, if any, will be accepted subject to the Aggregate Maximum Tender Amount, the Acceptance Priority Levels and proration.
Subject to the Aggregate Maximum Tender Amount and proration, NHIL will accept Notes for purchase as follows: (1) with respect to Notes tendered at or before the Early Tender Date, all Notes tendered at or before the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Notes tendered at or before the Early Tender Date having a lower Acceptance Priority Level are accepted, and (2) with respect to Notes tendered after the Early
Tender Date, all Notes validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Date having a lower Acceptance Priority Level are accepted. For the avoidance of doubt, if the Tender Offers are not fully subscribed as of the Early Tender Date, Notes tendered at or before the Early Tender Date will be accepted for purchase in priority to Notes tendered after the Early Tender Date, even if Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Date.
Acceptance for tenders of any Notes may be subject to proration if the aggregate principal amount for any series of Notes validly tendered and not validly withdrawn would result in an Aggregate Purchase Price for such Notes that exceeds the Aggregate Maximum Tender Amount. Furthermore, if the Tender Offers are fully subscribed as of the Early Tender Date, holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase.
The consummation of the Tender Offers is not conditioned upon any minimum amount of Notes being tendered. However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase.
Full details of the terms and conditions of the Tender Offers are described in the Offer to Purchase and related Letter of Transmittal, which are being sent by NHIL to holders of the Notes. Holders of the Notes are encouraged to read these documents, as they contain important information regarding the Tender Offers.
NHIL has retained Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc. to act as the dealer managers for the Tender Offers. Questions or requests for assistance regarding the terms of the Tender Offers should be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) and HSBC Securities (USA) Inc. at (888) HSBC-4LM (toll-free). Requests for the Offer to Purchase and other documents relating to the Tender Offers may be directed to Global Bondholder Services Corporation, the depositary and information agent for the Tender Offers, at (212) 430-3774 (for banks and brokers only) or (866) 794-2200 (toll-free) (for all others).
None of NHIL, Noble Corporation, a Cayman Islands exempted company and the guarantor of the Notes (Noble-Cayman), their respective boards of directors, the dealer managers, the depositary and information agent or the trustee with respect to the Notes or any of NHILs, Noble-Caymans or their respective affiliates is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers. Holders must make their own decision as to whether to participate in the Tender Offers, and, if so, the principal amount of Notes to tender.
The Tender Offers are only being made pursuant to the Offer to Purchase and the related Letter of Transmittal. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of NHIL by the dealer managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities.
Forward-Looking Disclosure Statement
Statements in this press release regarding activities or events that may occur in the future, including statements about the Tender Offers, as well as any other statements in this release that are not historical facts, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to statements regarding rig demand, the offshore drilling market, oil prices, contract backlog, fleet status, our or our affiliates financial position, business strategy, timing or results of acquisitions or dispositions, impairments, repayment of debt, credit ratings, borrowings under our or our affiliates credit facilities or other instruments, sources of funds, completion, delivery dates and acceptance of our or our affiliates newbuild rigs, future capital expenditures, contract commitments, dayrates, contract commencements, extension or renewals, contract tenders, the outcome of any 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, construction 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 and timing for compliance with any new regulations and other factors detailed in Noble-Caymans most recent Form 10-K and other filings with the U.S. Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.
Noble-Cayman is an indirect, wholly-owned subsidiary of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales. Noble-Cayman performs, through its subsidiaries, contract drilling services with a fleet of offshore drilling units located worldwide.
NHIL is an indirect, wholly-owned subsidiary of Noble-Cayman. NHIL performs, through its subsidiaries, worldwide contract drilling services with a fleet of offshore drilling units located worldwide.
For additional information, contact:
For Investors: | Jeffrey L. Chastain, | |
Vice President Investor Relations and Corporate Communications, | ||
Noble Drilling Services Inc., 281-276-6383 | ||
For Media: | John S. Breed, | |
Director of Investor Relations and Corporate Communications, | ||
Noble Drilling Services Inc., 281-276-6729 |
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