Noble Corp plc Files 8-K Report

TL;DR

Noble Corp plc filed an 8-K on June 10, 2024, reporting a material definitive agreement and other events.

AI Summary

On June 10, 2024, Noble Corporation plc filed an 8-K report detailing a material definitive agreement. The filing also includes other events and financial statements and exhibits. Noble Corporation plc is incorporated in England and Wales and its principal executive offices are located in Sugar Land, Texas.

Why It Matters

This 8-K filing indicates significant corporate activity or agreements by Noble Corporation plc, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report and does not inherently signal immediate financial distress or significant negative events.

Key Numbers

• 001-41520 — Commission File Number (SEC file number for Noble Corporation plc)
• 98-1644664 — I.R.S. Employer Identification Number (Tax identification number for Noble Corporation plc)

Key Players & Entities

• Noble Corporation plc (company) — Registrant
• June 10, 2024 (date) — Date of earliest event reported
• England and Wales (jurisdiction) — State or other jurisdiction of incorporation
• Sugar Land, Texas (location) — Business address city and state

FAQ

Key Financial Figures

• $0.00001 — gistered A Ordinary Shares, par value $0.00001 per share NE New York Stock Exchang
• $0.0001 — , each share of common stock, par value $0.0001 per share, of Diamond (" Diamond Shares
• $5.65 — ely, the " Merger Consideration "): (i) $5.65 in cash, without interest, payable to t
• $60,000,000 — uired to pay Noble a termination fee of $60,000,000. If the Merger Agreement is terminated
• $16,500,000 — pay Noble a no vote termination fee of $16,500,000. The foregoing description of the Merg

Filing Documents

• eh240493720_8k.htm (8-K) — 62KB
• eh240493720_ex0201.htm (EX-2.1) — 589KB
• eh240493720_ex9901.htm (EX-99.1) — 40KB
• eh240493720_ex9902.htm (EX-99.2) — 25KB
• logo.jpg (GRAPHIC) — 10KB
• image_001.jpg (GRAPHIC) — 157KB
• image_002.jpg (GRAPHIC) — 554KB
• image_003.jpg (GRAPHIC) — 579KB
• image_004.jpg (GRAPHIC) — 212KB
• image_005.jpg (GRAPHIC) — 192KB
• image_006.jpg (GRAPHIC) — 223KB
• image_007.jpg (GRAPHIC) — 208KB
• image_008.jpg (GRAPHIC) — 171KB
• image_009.jpg (GRAPHIC) — 178KB
• image_010.jpg (GRAPHIC) — 156KB
• 0000950142-24-001594.txt ( ) — 4732KB
• ne-20240610.xsd (EX-101.SCH) — 4KB
• ne-20240610_def.xml (EX-101.DEF) — 26KB
• ne-20240610_lab.xml (EX-101.LAB) — 36KB
• ne-20240610_pre.xml (EX-101.PRE) — 25KB
• eh240493720_8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 9, 2024, Noble Corporation plc (" Noble " or " Parent ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Diamond Offshore Drilling, Inc. (" Diamond " or the " Company "), Dolphin Merger Sub 1, Inc., an indirect, wholly owned subsidiary of Noble (" Merger Sub 1 ") and Dolphin Merger Sub 2, Inc., an indirect, wholly owned subsidiary of Noble (" Merger Sub 2 "). The Merger Agreement provides that, among other things and subject to the terms and conditions therein, Merger Sub 1 will be merged with and into Diamond (the " First Merger "), with Diamond surviving and becoming an indirect wholly owned subsidiary of Noble, and immediately thereafter, Diamond, as the surviving entity in the First Merger, will merge with and into Merger Sub 2 (together with the First Merger, the " Mergers "), with Merger Sub 2 surviving and continuing as an indirect wholly owned subsidiary of Noble. At the effective time of the First Merger (the " Effective Time "), each share of common stock, par value $0.0001 per share, of Diamond (" Diamond Shares ") issued and outstanding immediately prior to the First Merger Effective Time (other than any Diamond Shares (x) owned by Diamond, Merger Sub 1, Merger Sub 2 or Noble or (y) for which holders have demanded their rights to be paid the fair value of such Diamond Share in accordance with Section 262 of the Delaware General Corporation Law), will be converted into the right to receive the following (collectively, the " Merger Consideration "): (i) $5.65 in cash, without interest, payable to the holder of each Diamond Share (the " Per Share Cash Consideration "); (ii) 0.2316 (the " Exchange Ratio ") of validly issued, fully paid and non-assessable ordinary shares, $0.00001 nominal value per share, of Noble (" Noble Shares "); and (iii) any cash in lieu of fractional Noble Shares to be paid pursuant to the Merger Agreement. Pursuant to the Merger Agreement,

01 Other Events

Item 8.01 Other Events. On June 10, 2024, Noble and Diamond issued a joint press release announcing the execution the Merger Agreement, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference herein. On June 10, 2024 Noble and Diamond will hold a joint investor conference call to discuss the Mergers. A copy of the presentation materials is attached as Exhibit 99.2 hereto and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of June 9, by and among Noble Corporation plc, Diamond Offshore Drilling, Inc., Dolphin Merger Sub 1, Inc. and Dolphin Merger Sub 2, Inc. 99.1 Joint Press Release issued by Noble Corporation plc and Diamond Offshore Drilling, Inc. dated June 10, 2024 99.2 Investor Presentation, dated June 10, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This communication includes "forward-looking statements" within the meaning of U.S. federal securities laws, including Section 27A of the Securities Act and Section 21E of the Exchange Act. You can identify these statements and other forward-looking statements in this document by words such as "expects," "continue," "focus," "intends," "anticipates," "plans," "targets," "poised," "advances," "drives," "aims," "forecasts," "believes," "approaches," "seeks," "schedules," "estimates," "positions," "pursues," "progress," "may," "can," "could," "should," "will," "budgets," "possible," "outlook," "trends," "guidance," "commits," "on track," "objectives," "goals," "projects," "strategies," "opportunities," "potential," "ambitions," "aspires" and similar expressions, and variations or negatives of these words, but not all forward-looking statements include such words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the pending transaction between Noble and Diamond (the " Transaction "), including the expected time period to consummate the Transaction, and the anticipated benefits (including synergies and free cash flow accretion) of the Transaction, and planned dividends. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Noble and Diamond, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to the risk that regulatory approvals are not obtained or are obtained the anticipated timing or at all, or if consummated, will

forward-looking statements speak only as of the date

forward-looking statements speak only as of the date hereof. With respect to our capital allocation policy, distributions to shareholders in the form of either dividends or share buybacks are subject to the Board of Directors' assessment of factors such as business development, growth strategy, current leverage and financing needs. There can be no assurance that a dividend will be declared or continued. No Offer or Solicitation This communication relates to the Transaction between Noble and Diamond. This communication is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Important Additional Information In connection with the Transaction, Noble expects to file with the SEC a registration statement on Form S-4 (the " Registration Statement ") that will include a proxy statement of Diamond and a prospectus of Noble (the " Proxy Statement/Prospectus "). The Transaction will be submitted to Diamond's stockholders for their consideration. Noble and Diamond may also file other documents with the SEC regarding the Transaction. The definitive Proxy Statement/Prospectus will be sent to the stockholders of Diamond. This document is not a substitute for the Registration Statement and Proxy Statement/Prospectus that will be filed with the SEC or any other documents that Noble and Diamond may file with the SEC or send to shareholders of Noble and stockholders of Diamond in con

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 10, 2024 NOBLE CORPORATION PLC By: /s/ Jennie Howard Name: Jennie Howard Title: Senior Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR