Noble Corp plc Files 8-K on Material Agreements & Acquisitions

TL;DR

Noble Corp plc filed an 8-K detailing material agreements, asset deals, new debt, and exec changes.

AI Summary

Noble Corp plc filed an 8-K on September 4, 2024, reporting on several material events. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, and the creation of financial obligations. The filing also details changes in directors and officers, along with compensatory arrangements. Additionally, it includes Regulation FD disclosures and other events.

Why It Matters

This 8-K filing indicates significant corporate actions by Noble Corp plc, including potential acquisitions or dispositions and new financial commitments, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, asset acquisitions/dispositions, and new financial obligations, which inherently carry financial and operational risks.

Key Players & Entities

• Noble Corp plc (company) — Filer of the 8-K
• 0000950142-24-002324 (filing_id) — Accession Number for the 8-K filing
• 20240904 (date) — Filing date and period of report

FAQ

Key Financial Figures

• $0.00001 — gistered A Ordinary Shares, par value $0.00001 per share NE New York Stock Exchang
• $500 million — ger. As of September 4, 2024, there was $500 million aggregate principal amount of the Diamo
• $0.0001 — , each share of common stock, par value $0.0001 per share, of Diamond (" Diamond Share
• $5.65 — ely, the " Merger Consideration "): (i) $5.65 in cash, without interest (the " Per Sh
• $591 million — Mergers, the Company paid approximately $591 million in cash and issued approximately 24.2 m
• $800 million — y (the " Issuer ") issued an additional $800 million in aggregate principal amount of the Is

Filing Documents

• eh240525915_8k.htm (8-K) — 61KB
• eh240525915_ex0401.htm (EX-4.1) — 25KB
• eh240525915_ex9901.htm (EX-99.1) — 15KB
• image_001.jpg (GRAPHIC) — 4KB
• 0000950142-24-002324.txt ( ) — 343KB
• ne-20240904.xsd (EX-101.SCH) — 4KB
• ne-20240904_def.xml (EX-101.DEF) — 26KB
• ne-20240904_lab.xml (EX-101.LAB) — 36KB
• ne-20240904_pre.xml (EX-101.PRE) — 25KB
• eh240525915_8k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On the Closing Date, Merger Sub 2, Diamond Foreign Asset Company, an exempted company incorporated under the laws of the Cayman Islands and indirect wholly owned subsidiary of Diamond (" Cayman Issuer "), Diamond Finance, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Diamond (together with Cayman Issuer, the " Issuers "), and HSBC Bank USA, National Association, as trustee (in such capacity, the " Trustee ") and collateral agent (in such capacity, the " Collateral Agent "), entered into a supplemental indenture (the " Supplemental Indenture "), which supplements the Indenture, dated as of September 21, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the " Indenture "), among the Issuers, Diamond, the other guarantors party thereto from time to time, the Trustee and the Collateral Agent relating to the Issuers' 8.500% Senior Secured Second Lien Notes due 2030 (the " Diamond Notes "). Pursuant to the Supplemental Indenture, Merger Sub 2 agreed, effective upon the consummation of the Second Merger, to (x) assume all of the obligations of Diamond under the Diamond Notes, the Indenture, the applicable Security Documents (as defined in the Indenture) to which Diamond was a party immediately prior to the Second Merger, and the Collateral Agency Agreement (as defined in the Indenture), including the guarantee of the Diamond Notes by Diamond, (y) be bound by the terms of each such document and (z) become a party to each such document in the same capacity in which Diamond was party thereto immediately prior to the Second Merger. As of September 4, 2024, there was $500 million aggregate principal amount of the Diamond Notes outstanding. The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached as Exhibit 4.1 to this Cur

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On the Closing Date, the Company completed the Mergers. Pursuant to the terms and conditions set forth in the Merger Agreement, at the effective time of the First Merger (the " First Merger Effective Time "), each share of common stock, par value $0.0001 per share, of Diamond (" Diamond Share "), issued and outstanding immediately prior to the First Merger Effective Time (other than Diamond Shares (x) owned by Diamond, Merger Sub 1, Merger Sub 2 or Noble (" Cancelled Shares ") or (y) for which holders have demanded their rights to be paid the fair value of such Diamond Shares in accordance with Section 262 of the Delaware General Corporation Law) was converted automatically into the right to receive the following consideration (collectively, the " Merger Consideration "): (i) $5.65 in cash, without interest (the " Per Share Cash Consideration "), (ii) 0.2316 (the " Exchange Ratio ") of validly issued, fully paid and non-assessable A ordinary shares, $0.00001 nominal value per share, of Noble (" Noble Shares ") and (iii) any cash in lieu of any fractional Noble Shares to be paid pursuant to the Merger Agreement. Pursuant to the Merger Agreement, at the First Merger Effective Time, each Cancelled Share outstanding as of immediately prior to the First Effective Time was cancelled without any conversion thereof. Pursuant to the Merger Agreement, at the First Merger Effective Time, each share of common stock of Merger Sub 1 issued and outstanding immediately prior to the First Merger Effective Time was converted into one validly issued, fully paid and non-assessable share of common stock of Diamond, as the surviving entity in the First Merger. Pursuant to the Merger Agreement, at the effective time of the Second Merger (the " Effective Time "), by virtue of the Second Merger and without any action on the part of Noble, Merger Sub 2, Diamond, as the surviving entity in the First Merger, or the holders of a

02 Departure of Directors or Certain Officers; Election of Directors; Appointment

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the Merger Agreement, Noble increased the size of its board of directors (the " Noble Board ") to nine directors, effective as of the Effective Time, and appointed Ms. Patrice Douglas as a director of Noble, effective as of immediately following the Effective Time. Ms. Douglas is an attorney representing energy companies, financial institutions, municipalities and utilities on legal, regulatory and compliance matters. From 2011 to 2015, Ms. Douglas served on the Oklahoma Corporation Commission (the " OCC "), including as Chairman of the OCC beginning in 2012. She served as Executive Vice-President of First Fidelity Bank from 2008 to 2011, and as Senior Vice-President and then President of Spirit Bank from 2004 to 2008. Ms. Douglas also served as Mayor of Edmond, Oklahoma from 2009 through 2011. Ms. Douglas has served as a member of the board of directors of Diamond from 2023 until Diamond's acquisition by the Company, as a member of the board of directors of Amplify Energy Corp. since 2021, as a member of the board of directors of Midstates Petroleum Company, Inc. from 2016 through 2019, as a member of the board of directors of Bank SNB and Southwest BankCorp from 2016 to 2018. The appointment of Ms. Douglas was made pursuant to the requirements of the Merger Agreement but was not otherwise made pursuant to any arrangement or understanding between Ms. Douglas and any other person, and Ms. Douglas has not entered into (or proposed to enter into) any transactions required to be reported under Item 404(a) of Regulation S-K. Ms. Douglas will receive the same annual compensation as other non-employee directors for 2024 (pro-rated based on the effective date of Ms. Douglas's appointment). Annual Noble Board compensation for 2024 is described in the Company's Definitive Proxy Statement on Schedule 14A,

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 4, 2024, the Company made available its updated Fleet Status Report on the "Investors" section of the Company's website at https://noblecorp.com/investors/events-and-presentations/default.aspx. Pursuant to the rules and regulations of the SEC, the slide presentation is being furnished and shall not be deemed to be "filed" under the Securities Exchange Act of 1934, as amended (the " Exchange Act ").

01 Other Events

Item 8.01 Other Events. On September 4, 2024, Noble issued a press release announcing the completion of the Mergers, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Business Acquired . To the extent required by this item, the financial information will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed. (b) Pro Forma Financial Information . To the extent required by this item, pro forma financial information will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed. (d) Exhibits . Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of June 9, 2024, by and among Noble Corporation plc, Dolphin Merger Sub 1, Inc., Dolphin Merger Sub 2, Inc. and Diamond Offshore Drilling, Inc. (incorporated by reference to Exhibit 2.1 to Noble Corporation plc's Current Report on Form 8-K, filed June 10, 2024). 4.1 Supplemental Indenture, dated as of September 4, 2024, by and among Diamond Foreign Asset Company and Diamond Finance, LLC, as issuers, Diamond Offshore Drilling, Inc., as existing company, Dolphin Merger Sub 2, Inc., as new company, and HSBC Bank USA, National Association, as trustee and collateral agent. 99.1 Press Release issued by Noble Corporation plc, dated as of September 4, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

Forward-Looking Statements This communication includes "forward-looking 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 such as statements about the anticipated benefits (including synergies and free cash flow accretion) of the Mergers, 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, 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 uncertainties as to whether the Mergers will achieve their anticipated economic benefits; Noble's ability to integrate Diamond's operations in a successful manner and in the expected time period; the possibility that any of the anticipated benefits and projected synergies of the Mergers will not be realized or will not be realized within the expected time period; risks that the anticipated tax treatment of the Mergers is not obtained; u

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. Date: September 4, 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