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): December 12, 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

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))

ITEM 8.01. Other Events.

On December 12, 2016, the Company issued a news release announcing that certain of its subsidiaries and certain subsidiaries of Royal Dutch Shell plc have agreed to amend existing long-term contracts on three ultra-deepwater drillships, the Noble Bully II, the Noble Globetrotter I and the Noble Globetrotter II (the “Amendments”).

As previously reported, each of the drilling contracts for the three rigs covered by the Amendments contains a dayrate adjustment mechanism that utilizes an average of market rates that match a set of distinct technical attributes and is subject to a modest discount, beginning on the fifth year anniversary of the contract and continuing every six months thereafter. As a result of the Amendments, each of the contracts now has a contractual dayrate floor. Shell also has the right to idle the Noble Globetrotter II for two years and the Noble Bully II for one year, each at an agreed stacking rate. Shell has exercised its right to idle the Noble Globetrotter II and is expected to idle the Noble Bully II. To the extent these rigs are idled, the Company expects to save operating costs.

Once the dayrate adjustment mechanism becomes effective and following any idle period, the dayrate for the rigs working for Shell covered by the Amendments will not be lower than the higher of (i) the contractual dayrate floor or (ii) the market rate as calculated under the adjustment mechanism discussed above.

Because of the uncertainty relating to how the dayrate adjustment would operate over the remaining life of each of the contracts, the Company has previously reported that, in calculating estimated backlog, it has assumed that each of the three rigs covered by the Amendments would continue to operate at its original contractual dayrate throughout the term of the associated drilling contract.

At November 30, 2016, the Company calculated an estimated backlog based on the assumptions noted above of $4.43 billion. Now that the Company has executed the amendments and has established dayrate floors for all three of these long term contracts, it believes that the contractual dayrate floors agreed to in the Amendments provide the Company greater visibility to the backlog associated with the three rigs and, therefore, provide a better basis for estimating backlog in the current environment. Using these contractual dayrate floors and the stacking rates during idle periods for the Noble Globetrotter II and the Noble Bully II to calculate estimated backlog rather than the original contractual dayrate, the estimated backlog at November 30, 2016 would have been $3.43 billion. Such amount would reflect the following assumptions:

• Shell idles the Noble Bully II and the Noble Globetrotter II at the newly-contracted stacking rates for the full one and two year contractual periods, respectively;

• thereafter each of the Noble Bully II and Noble Globetrotter II works at its contratual dayrate floor through the remainder of its drilling contract with Shell;

• the Noble Globetrotter I works at the contractual dayrate floor from the date of the first contractual market adjustment through the remainder of the contract term; and

• no incremental third party drilling contracts are secured during the idle periods (which, as noted in the press release, would be to the benefit of the Company).

As noted above, depending on the state of the market at the measurement time, the contractual dayrate adjustment mechanism may result in a dayrate that exceeds the contractual dayrate floor for a rig. If the Company used the assumptions set forth above to estimate backlog, but instead assumed that dayrates would begin to improve in 2020, so that the market dayrates for the rigs actually improved from the dayrate floor at a rate of 10% per year, the estimated backlog at November 30, 2016 would have been $3.62 billion. The Company has previously reported that for every $50,000 change in dayrate under one of the rig contracts, the estimated backlog would be adjusted by $91 million.

A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and will be published in the “Newsroom” area on the Company’s web site at http://www.noblecorp.com.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The information required by this Item 9.01(d) is set forth in the Index to Exhibits accompanying this report and is incorporated herein by reference.

EXHIBIT NUMBER		DESCRIPTION
99.1	—	Press release of Noble Corporation plc, dated as of December 12, 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: December 12, 2016
	By:	/s/ Dennis J. Lubojacky
	Name:	Dennis J. Lubojacky
	Title:	Chief Financial Officer, Vice President and Controller

INDEX TO EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
99.1	—	Press release of Noble Corporation plc, dated as of December 12, 2016.

EX-99.1

Exhibit 99.1

Noble Corporation plc Devonshire House 1 Mayfair Place London W1J 8AJ England

PRESS RELEASE

NOBLE AND SHELL AMEND DRILLING CONTRACTS ON

THREE ULTRA-DEEPWATER DRILLSHIPS

LONDON, December 12, 2016 - Noble Corporation plc (NYSE: NE) today announced that the Company and certain subsidiaries of Royal Dutch Shell plc (NYSE: RDS.A) have agreed to amend the existing long-term contracts on three ultra-deepwater drillships. In the current, challenging environment for offshore exploration and production projects, the agreements offer benefits for both parties.

The contract amendments pertain to the Noble Bully II, Noble Globetrotter I and Noble Globetrotter II, which are operating under 10-year term contracts that commenced in April 2012, July 2012 and September 2013, respectively.

Under the agreements, dayrates for each rig are now determined by taking the higher of 1) a newly established minimum dayrate, (or floor), or 2) the dayrate adjustment mechanism, as originally included in the contract. The contract amendments for the Noble Globetrotter I and Noble Globetrotter II provide for a dayrate floor of $275,000 per day, representing a minimum market rate if the dayrate adjustment mechanisms for these two rig contracts stay below that level. The Noble Bully II contract contains a floor dayrate, which is $200,000 per day plus daily operating expenses.

Additionally, Shell was granted and has exercised the right to idle the Noble Globetrotter II for a period of up to 730 days, which is expected to occur in January 2017. During the idle period, a negotiated rate of $185,000 per day will be paid. Shell was also granted and is expected to exercise the right to idle the Noble Bully II for a period of up to 365 days, commencing no later than May 2017. The Noble Bully II is part of the Bully joint-venture (Noble 50%, Shell 50%). During this idle period, a negotiated rate of $200,000 per day will be paid. Noble has discretion over each rig’s operating costs throughout the idle period, with the flexibility to reduce costs over the anticipated period. If warm stacked, Noble expects daily cost savings on each rig of at least $100,000 per day, with additional cost savings should Noble elect

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to cold stack the units. In addition, Noble can enter into contracts with third parties for the Noble Globetrotter II and the Noble Bully II during the idle periods. Noble would be responsible for operating expenses and would also retain any incremental revenue received from such third party contracts. Other than the new dayrate floor, no changes were made to the Noble Globetrotter I dayrates.

The dayrate adjustment mechanism, which begins on the five-year anniversary of each of the three contracts, employs an average of market rates experienced over a defined period for a basket of rigs that match a set of distinct technical attributes, with adjustments every six months thereafter until the completion of the 10-year primary terms.

David W. Williams, Chairman, President and Chief Executive Officer of Noble Corporation plc, stated, “This mutually beneficial agreement provides Noble with clarity on dayrates and subsequent operating cash flows through the duration of the contracts on each of the three rigs. We also retain the future upside if the recent oil price recovery drives new market opportunities. These amendments will provide Noble with enhanced financial flexibility at a time when the offshore industry is experiencing a cyclical bottom and the timing of the inevitable recovery remains unknown.”

The primary term for each of the drillships Noble Bully II, Noble Globetrotter I, and Noble Globetrotter II are unchanged, with contracts expected to conclude in April 2022, July 2022 and September 2023, respectively.

About Noble Corporation plc

Noble is a leading offshore drilling contractor for the oil and gas industry. The Company owns and operates one of the most modern, versatile and technically advanced fleets in the offshore drilling industry. Noble performs, through its subsidiaries, contract drilling services with a fleet of 30 offshore drilling units, consisting of 16 semisubmersibles and drillships and 14 jackups, focused largely on ultra-deepwater and high-specification jackup drilling opportunities in both established and emerging regions worldwide. Noble is a public limited company registered in England and Wales with company number 08354954 and registered office at Devonshire House, 1 Mayfair Place, London, W1J 8AJ England. Additional information on Noble is available at www.noblecorp.com.

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Forward-looking Disclosure Statement

Statements regarding client contracts, future dayrates, cost savings, market rates, market risk, as well as any other statements that are not historical facts in this release, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to 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, violations of anti-corruption laws, hurricanes and other weather conditions, market conditions, the future price of oil and gas, operating hazards and delays, risks associated with operations outside of the U.S., actions by regulatory authorities, customers and other third parties, legislation and regulations affecting drilling operations, compliance with regulatory requirements and other factors detailed in the Company’s most recent Form 10-K, Form 10-Q’s and other filings with the 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.

For additional information, contact:

Jeffrey L. Chastain,

Vice President – Investor Relations and Corporate Communications,

Noble Drilling Services Inc., 281-276-6383