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): January 31, 2011
NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)
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Switzerland
(State or other jurisdiction of
incorporation or organization)
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000-53604
(Commission file number)
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98-0619597
(I.R.S. employer
identification number) |
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Dorfstrasse 19A
Baar, Switzerland
(Address of principal executive offices)
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6340
(Zip code) |
Registrant’s telephone number, including area code: 41 (41) 761-65-55
NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)
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Cayman Islands
(State or other jurisdiction of
incorporation or organization)
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001-31306
(Commission file number)
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98-0366361
(I.R.S. employer
identification number) |
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Suite 3D, Landmark Square
64 Earth Close
P.O. Box 31327
Georgetown, Grand Cayman, Cayman Islands, BWI
(Address of principal executive offices)
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KY-1 1206
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
This combined filing on Form 8-K is separately filed by Noble Corporation, a Swiss corporation
(“Noble-Swiss”), and Noble Corporation, a Cayman Islands company (“Noble-Cayman”). Information in
this filing relating to Noble-Cayman is filed by Noble-Swiss and separately by Noble-Cayman on its
own behalf. Noble-Cayman makes no representation as to information relating to Noble-Swiss (except
as it may relate to Noble-Cayman) or any other affiliate or subsidiary of Noble-Swiss. This report
should be read in its entirety as it pertains to each of Noble-Swiss and Noble-Cayman.
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
On January 31, 2011, Noble-Cayman, Noble Holding International Limited (the “Issuer”), a
wholly-owned indirect subsidiary of Noble-Swiss and Noble-Cayman, and the underwriters named
therein (the “Underwriters”) entered into an underwriting agreement with respect to the issuance
and sale by the Issuer of $300 million aggregate principal amount of its 3.05% Senior Notes due
2016, $400 million aggregate principal amount of its 4.625% Senior Notes due 2021 and $400 million
aggregate principal amount of its 6.05% Senior Notes due 2041
(collectively, the “Notes”) in a
registered public offering under the Securities Act of 1933, as amended (the “Securities Act”).
The punctual payment of the principal of, premium, if any, interest on and all other amounts due
under the Notes will be fully and unconditionally guaranteed by Noble-Cayman. On January 31, 2011,
pursuant to Rule 424(b) under the Securities Act, the Issuer and Noble-Cayman filed with the U.S.
Securities and Exchange Commission (the “Commission”) a Prospectus Supplement, dated January 31,
2011, to a Prospectus, dated January 31, 2011, which is part of a Registration Statement on Form
S-3 (Registration Nos. 333-171965 and 333-171965-01) filed by the Issuer and Noble-Cayman with the
Commission. Each of the exhibits to this Current Report on Form 8-K relate to the offering of the
Notes and are hereby incorporated by reference into such Registration Statement.
Pursuant to the Underwriting Agreement, the Issuer and Noble-Cayman agreed, among other
things, to indemnify the underwriters against certain liabilities, including liabilities under the
Securities Act, or contribute to payments that the Underwriters may be required to make in respect
of those liabilities. The Underwriting Agreement contains other terms and conditions that are
generally customary for transactions of the nature of the offering.
The foregoing description of the Underwriting Agreement is qualified in its entirety by
reference to the Underwriting Agreement, a copy of which is filed as an exhibit to this Current
Report on Form 8-K and is incorporated by reference herein.
The Issuer expects to receive net proceeds from the sale of the Notes of approximately $1.087
billion, after deducting underwriting discounts and commissions and estimated offering expenses.
The Issuer intends to transfer the net proceeds to Noble-Cayman as advances, distributions,
repayment of outstanding intercompany indebtedness or a combination of these. Noble-Cayman intends
to use approximately $240 million of the net proceeds to repay indebtedness outstanding under its
existing revolving credit facility, approximately $347 million of the net proceeds to repay in full
its portion of indebtedness outstanding under the credit facilities of the Bully I joint venture
and the Bully II joint venture, in which Noble-Cayman has a 50% interest, and the remaining net
proceeds for general corporate purposes, including the 2011 capital expenditure program. Repayment
of the Bully I and Bully II credit facilities is subject to certain conditions and approvals,
however, including approval of the joint venture partner, which Noble-Cayman believes will be
provided.
In the ordinary course of their respective businesses, the Underwriters and their affiliates
have engaged, and may in the future engage, in other investment banking or commercial banking
transactions with Noble-Swiss, Noble-Cayman and their affiliates, for which they have received or
will receive customary fees and commissions. Affiliates of all of the Underwriters are lenders
under Noble-Cayman’s revolving credit facility and, accordingly, will receive a portion of the net
proceeds from the offering. Affiliates of DnB NOR Markets, Inc. and Mitsubishi UFJ Securities
(USA), Inc. are lenders under the Bully I credit facility and, accordingly, will receive a portion
of the net proceeds from the offering upon repayment of such facility. An affiliate of HSBC
Securities (USA) Inc. is a lender under the Bully II credit facility and, accordingly, will receive
a portion of the net proceeds from the offering upon repayment of such facility. Affiliates of
Barclays Capital Inc., Wells Fargo Securities, LLC and HSBC
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