Attached files
file | filename |
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EX-4.4 - EX-4.4 - Noble Finance Co | h74668exv4w4.htm |
EX-4.3 - EX-4.3 - Noble Finance Co | h74668exv4w3.htm |
EX-4.2 - EX-4.2 - Noble Finance Co | h74668exv4w2.htm |
EX-4.5 - EX-4.5 - Noble Finance Co | h74668exv4w5.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): July 26, 2010
NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)
Switzerland (State or other jurisdiction of incorporation or organization) |
000-53604 (Commission file number) |
98-0619597 (I.R.S. employer identification number) |
Dorfstrasse 19A Baar, Switzerland (Address of principal executive offices) |
6340 (Zip code) |
Registrants telephone number, including area code: 41 (41) 761-65-55
NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)
Cayman Islands (State or other jurisdiction of incorporation or organization) |
001-31306 (Commission file number) |
98-0366361 (I.R.S. employer identification number) |
Suite 3D Landmark Square 64 Earth Close Georgetown, Grand Cayman, Cayman Islands, BWI (Address of principal executive offices) |
KY-1 1206 (Zip code) |
Registrants 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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, 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. Any
reference in this filing to Noble, Noble Corporation, the Company, we, us, our, and
words of similar meaning refer collectively to Noble-Swiss and its consolidated subsidiaries,
including Noble-Cayman.
Item 1.01 Entry into a Material Definitive Agreement.
On July 26, 2010, Noble-Cayman, Noble Holding International Limited (the Issuer), a
wholly-owned indirect subsidiary of Noble-Swiss and Noble-Cayman, and The Bank of New York Mellon
Trust Company, N.A., as indenture trustee (the Trustee), entered into the Second Supplemental
Indenture to the Indenture dated November 21, 2008 (the Base Indenture and, as amended and
supplemented by the Second Supplemental Indenture, the Indenture). Also on July 26, 2010, the
Issuer issued and sold $350 million aggregate principal amount of its 3.45% Senior Notes due 2015
(the 2015 Notes), $500 million aggregate principal amount of its 4.90% Senior Notes due 2020 (the
2020 Notes) and $400 million aggregate principal amount of its 6.20% Senior Notes due 2040 (the
2040 Notes and, collectively with the 2015 Notes and the 2020 Notes, the Notes), in an
underwritten registered offering under the Securities Act of 1933.
The Issuer received net proceeds from the offering of approximately $1,238 million, after
underwriting discounts 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 the net proceeds, together with
cash on hand of approximately $465 million, to finance the cash portion of the purchase price for
the pending acquisition of FDR Holdings Ltd, which was described in our Current Report on Form 8-K
dated June 27, 2010.
The Notes were issued under the Indenture, which provides for the full and unconditional
guarantee by Noble-Cayman of the punctual payment of the principal of, premium, if any, interest on
and all other amounts due under the Notes and the Indenture (the Guarantee). Interest on the
2015 Notes, the 2020 Notes and the 2040 Notes will accrue from July 26, 2010 at a rate of 3.45%,
4.90% and 6.20% per annum, respectively. Interest on the Notes will be payable by the Issuer on
February 1 and August 1 of each year, beginning on February 1, 2011. The 2015 Notes will mature on
August 1, 2015; the 2020 Notes will mature on August 1, 2020; and the 2040 Notes will mature on
August 1, 2040.
The Issuer may redeem the Notes in whole or in part at any time and from time to time under
the terms provided in the Indenture at a make-whole redemption price as described in the Indenture.
If the pending acquisition of FDR Holdings Ltd. is not consummated or the related merger agreement
is terminated on or prior to 5:00 p.m., New York City time, on September 30, 2010, the Issuer will
be required to redeem the Notes at 101% of the aggregate principal amount of the Notes, plus
accrued and unpaid interest from the date of initial issuance to but excluding the date of
redemption.
The Indenture contains certain restrictions, including, among others, restrictions on
Noble-Caymans ability and the ability of Noble-Caymans subsidiaries to create or incur secured
indebtedness, enter into certain sale and leaseback transactions, and merge or consolidate with
another entity.
The foregoing description is qualified in its entirety by reference to the Base Indenture, the
Second Supplemental Indenture, and the Specimen Notes for the Notes, including the endorsement of
the Guarantee, copies of which are filed as exhibits to this Current Report on Form 8-K and are
incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT | ||||
NUMBER | DESCRIPTION | |||
4.1
|
| Indenture, dated November 21, 2008, between Noble Holding International Limited, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to Noble-Caymans Current Report on Form 8-K filed on November 21, 2008 and incorporated herein by reference). | ||
4.2
|
| Second Supplemental Indenture, dated July 26, 2010, among Noble Holding International Limited, a Cayman Islands company, as Issuer, Noble Corporation, a Cayman Islands company, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee. | ||
4.3
|
| Specimen Note for the 3.45% Senior Notes due 2015 of Noble Holding International Limited. | ||
4.4
|
| Specimen Note for the 4.90% Senior Notes due 2020 of Noble Holding International Limited. | ||
4.5
|
| Specimen Note for the 6.20% Senior Notes due 2040 of Noble Holding International Limited. |
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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, a Swiss corporation | ||||
Date: July 26, 2010 |
||||
By: | /s/ Thomas L. Mitchell | |||
Thomas L. Mitchell | ||||
Senior Vice President and Chief Financial Officer | ||||
Noble Corporation, a Cayman Islands company |
||||
By: | /s/ Dennis J. Lubojacky | |||
Dennis J. Lubojacky | ||||
Vice President and Chief Financial Officer | ||||
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INDEX TO EXHIBITS
EXHIBIT | ||||
NUMBER | DESCRIPTION | |||
4.1
|
| Indenture, dated November 21, 2008, between Noble Holding International Limited, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to Noble-Caymans Current Report on Form 8-K filed on November 21, 2008 and incorporated herein by reference). | ||
4.2
|
| Second Supplemental Indenture, dated July 26, 2010, among Noble Holding International Limited, a Cayman Islands company, as Issuer, Noble Corporation, a Cayman Islands company, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee. | ||
4.3
|
| Specimen Note for the 3.45% Senior Notes due 2015 of Noble Holding International Limited. | ||
4.4
|
| Specimen Note for the 4.90% Senior Notes due 2020 of Noble Holding International Limited. | ||
4.5
|
| Specimen Note for the 6.20% Senior Notes due 2040 of Noble Holding International Limited. |
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