8-K

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): May 16, 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)

Registrant’s 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)

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))

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 Material Definitive Agreement.

On May 16, 2016, Noble Drilling (U.S.) LLC, a Delaware limited liability company (“NDUS”) and a wholly owned subsidiary of Noble-U.K. and Noble-Cayman, entered into an amendment (the “Amendment”) of its previously disclosed settlement and termination agreement (the “Settlement Agreement”) with its client, Freeport-McMoRan Oil & Gas LLC (“FMOG”), and FMOG’s parent company, Freeport-McMoRan Inc. (“Freeport”). As previously reported, the Settlement Agreement related to the termination of the drilling contracts related to the drillships Noble Sam Croft and Noble Tom Madden.

Pursuant to the terms of the Amendment, the 30-day period in which Freeport may issue shares of Freeport common stock to NDUS for resale by NDUS in order to fund the $540 million settlement will begin on May 16, 2016, rather than on May 19, 2016, as previously agreed in the Settlement Agreement. In addition, the Amendment contains several technical changes relating to issuances of shares of Freeport common stock under the Settlement Agreement.

NDUS expects to immediately divest the shares of Freeport common stock as they are received and has entered into arrangements with its banks to protect the market value of the shares received. Consequently, Noble expects to realize the full $540 million settlement amount. The Settlement Agreement requires that NDUS receive the settlement amount before the end of June 2016.

The foregoing description is qualified in its entirety by reference to Amendment No. 1 to Settlement and Termination Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER		DESCRIPTION
10.1	—	Amendment No. 1 to Settlement and Termination Agreement dated as of May 16, 2016 by and among Freeport-McMoRan Inc., Freeport-McMoRan Oil & Gas LLC and Noble Drilling (U.S.) LLC.

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: May 16, 2016
	By:	/s/ Dennis J. Lubojacky
	Name:	Dennis J. Lubojacky
	Title:	Chief Financial Officer, Vice President, Controller and Treasurer
	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 NUMBER		DESCRIPTION
10.1	—	Amendment No. 1 to Settlement and Termination Agreement dated as of May 16, 2016 by and among Freeport-McMoRan Inc., Freeport-McMoRan Oil & Gas LLC and Noble Drilling (U.S.) LLC.

EX-10.1

Exhibit 10.1

Amendment No. 1 to

Settlement and Termination Agreement

May 16, 2016

This Amendment No. 1 (“Amendment”) to that certain Settlement and Termination Agreement dated as of May 10, 2016, by and among Freeport-McMoRan Inc. (“FCX”), Freeport-McMoRan Oil & Gas LLC and Noble Drilling (U.S.) LLC (“Noble”) (the “Agreement”), is made by and among the parties thereto. Unless otherwise defined in this Amendment, capitalized terms used herein have the meanings assigned to those terms in the Agreement or the Distribution Agreement (defined below) as the context requires.

1. The term “Start Date” as defined in Section 2(a)(i) of the Agreement is hereby amended to mean the period beginning on May 16, 2016 (the “Start Date”).

2. Section 2 of the Agreement shall be amended by replacing paragraph (2) with the following:

“Each Stock Issuance shall comply with the following requirements: (i) one or more agents or underwriters shall have agreed on the date of such Stock Issuance to accept such Shares for resale by Noble prior to such Stock Issuance (in the case of any resale pursuant to the Distribution Agreement, an Agent (as defined therein) shall have delivered a Transaction Acceptance or a Terms Agreement prior to or concurrently with such Stock Issuance), (ii) (A) if such Stock Issuance occurs before 9:00 a.m. Eastern Time on the date of such Stock Issuance, no such Stock Issuance will exceed 20% of the simple average trading volume of FCX Stock for the five consecutive trading days preceding such Stock Issuance or (B) if such Stock Issuance occurs at or after 9:00 a.m. Eastern Time on the date of such Stock Issuance, no such Stock Issuance will exceed 10% of the simple average trading volume of FCX Stock for the five consecutive trading days immediately preceding such Stock Issuance, (iii) FCX shall notify Noble of any such Stock Issuance prior to 9:00 a.m., Eastern Time on the date of such Stock Issuance or, if the notice occurs later than 9:00 a.m. on the date of any Stock Issuance, the calculation of the volume-weighted average price described in the next sentence shall begin one-half hour after the actual time of such notice to Noble, but in no event shall notice of any Stock Issuance be later than 1:00 p.m., Eastern Time on any date, and (iv) no Stock Issuance shall occur when there is a Suspension Notice in effect (as defined below). The per share volume-weighted average price for any Exchange Business Day (as defined in the Distribution Agreement) on which there is a Stock Issuance shall be calculated in accordance with the definition of VWAP in that certain Distribution Agreement to be dated on or about May 16, 2016, by and among FCX, Noble and the Agents named therein (the “Distribution Agreement”). FCX Stock issued to Noble will be valued at the greater of (x) the VWAP for such Share and (y) the floor price per Share previously agreed to among the parties to the Distribution Agreement (the “Floor Price”). In addition, the FCX Stock issued to Noble will be (a) pursuant to FCX’s effective shelf registration statement, (b) delivered to Noble through the facilities of The Depository Trust Company on the first Exchange Business Day (as defined in the Distribution Agreement) after the Stock Issuance, and (c) fully paid and non-assessable and free and clear of all liens and encumbrances.”

3. Section 2 of the Agreement shall be amended by adding at the end of paragraph (2):

“Notwithstanding the foregoing, for any Purchase Date (as defined in the Distribution Agreement) with respect to which FCX issued a notice of Stock Issuance, if at any time on such date the price per Share on the New York Stock Exchange is less than the Floor Price, then Noble will have the right but not the obligation, solely at its option, to reject all or a portion of such Stock Issuance solely to the extent of any Shares that are unsold under the Distribution Agreement by delivering a notice to FCX no later than the opening of trading on the Exchange Business Day (as defined in the Distribution Agreement) immediately following such date.”

4. Section 2 of the Agreement shall be amended by adding the following at the end of paragraph (a):

“(iii) FCX shall, on June 22, 2016, pay by federal funds wire transfer to the account of Noble specified in writing by the Noble, an amount equal to 1.0% of the aggregate Gross Sales Price of the Shares sold under the Distribution Agreement.”

Except as expressly set forth in this Amendment, all of the terms and conditions, and all other provisions of the Agreement are hereby ratified and confirmed and shall remain in full force and effect.

This Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first above written.

FREEPORT-McMoRan INC.
By:	/s/ Douglas N. Carrault II
Name:	Douglas N. Currault II
Title:	Deputy General Counsel and Secretary
FREEPORT-McMoRan OIL & GAS LLC
By:	/s/ Douglas N. Carrault II
Name:	Douglas N. Currault II
Title:	Vice President and Secretary
NOBLE DRILLING (U.S.) LLC
By:	/s/ Dennis J. Lubojacky
Name:	Dennis J. Lubojacky
Title:	Vice President