Item 1.03 Bankruptcy or Receivership




Chapter 11 Filing
On July 31, 2020 (the "Petition Date"),
Noble-U.K.
and certain of its subsidiaries, including Noble-Cayman (collectively, the
"Debtors" or the "Company"), filed or will file voluntary petitions for relief
under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code")
in the United States Bankruptcy Court for the Southern District of Texas (the
"Bankruptcy Court"). The Debtors have filed or will file a motion with the
Bankruptcy Court seeking joint administration of their chapter 11 cases (the
"Chapter 11 Cases") pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy
Procedure under the caption
In re Noble

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Corporation plc, et al
. The Debtors will continue to operate their businesses and manage their
properties as
debtors-in-possession
pursuant to sections 1107 and 1108 of the Bankruptcy Code. To ensure their
ability to continue operating in the ordinary course of business, the Debtors
have also filed or will file with the Bankruptcy Court a variety of motions
seeking "first day" relief, including the authority to continue using their cash
management system, pay employee wages and benefits and pay vendors in the
ordinary course of business.
Restructuring Support Agreement
On July 31, 2020, the Debtors entered into a Restructuring Support Agreement
(together with all exhibits and schedules thereto, the "Restructuring Support
Agreement") with (i) certain beneficial holders of, or investment advisors,
investment managers, managers, nominees, advisors, or subadvisors to funds that
beneficially own (the "Ad Hoc Guaranteed Group" and, together with any other
holders of Guaranteed Notes that execute a joinder to the Restructuring Support
Agreement, the "Consenting Priority Guaranteed Noteholders"), approximately 70%
of the aggregate principal amount of the senior guaranteed notes due February
2026 (the "Guaranteed Notes") issued pursuant to that certain Indenture, dated
January 31, 2018, by and among Noble Holding International Limited ("NHIL") as
issuer,
Noble-U.K.
as parent guarantor, Noble
2018-I
Guarantor LLC, Noble
2018-II
Guarantor LLC, Noble
2018-III
Guarantor LLC, and Noble
2018-IV
Guarantor LLC as subsidiary guarantors, and U.S. Bank ("U.S. Bank") as trustee
(such indenture, the "2018 Indenture"); and (ii) certain beneficial holders of,
or investment advisors, investment managers, managers, nominees, advisors, or
subadvisors to funds that beneficially own (the "Ad Hoc Legacy Group" and,
together with any other holders of Legacy Notes that execute a joinder to the
Restructuring Support Agreement, the "Consenting Legacy Noteholders;" the
Consenting Priority Guaranteed Noteholders and the Consenting Legacy Noteholders
are referred to herein collectively as, the "Consenting Creditors"),
approximately 45% of the aggregate principal amount of the notes (the "Legacy
Notes") issued pursuant to: (a) that certain Indenture, dated as of November 21,
2008, between NHIL as issuer and the Bank of New York Mellon Trust Company, N.A.
("BNY Mellon") as trustee (such indenture, the "2008 Indenture") and (b) that
certain Indenture, dated as of March 16, 2015, between NHIL as issuer and
Wilmington Trust, National Association ("Wilmington Trust") as trustee (such
indenture, the "2015 Indenture"), including the following:

         •   The 4.90% Senior Notes due 2020 and 6.20% Senior Notes due 2040,
             issued pursuant to the Second Supplemental Indenture relating to the
             2008 Indenture, dated as of July 26, 2010, by and among NHIL as
             issuer, Noble-Cayman as guarantor and BNY Mellon as trustee;



         •   The 4.625% Senior Notes due 2021 and 6.05% Senior Notes due 2041,
             issued pursuant to the Third Supplemental Indenture relating to the
             2008 Indenture, dated as of February 3, 2011, by and among NHIL as
             issuer, Noble-Cayman as guarantor, and BNY Mellon as trustee;



         •   The 3.95% Senior Notes due 2022 and 5.25% Senior Notes due 2042,
             issued pursuant to the Fourth Supplement to the 2008 Indenture, dated
             as of February 10, 2012, by and among NHIL as issuer, Noble-Cayman as
             guarantor, and BNY Mellon as trustee;



         •   The 7.950% Senior Notes due 2025 and 8.950% Senior Notes due 2045,
             issued pursuant to the First Supplemental Indenture relating to the
             2015 Indenture, dated as of March 16, 2015, by and among NHIL as
             issuer, Noble-Cayman as guarantor, and Wilmington Trust as trustee;
             and



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         •   The 7.750% Senior Notes due 2024, issued pursuant to the Second
             Supplemental Indenture relating to the 2015 Indenture, dated as of
             December 28, 2016, by and among NHIL as issuer, Noble-Cayman as
             guarantor, and Wilmington Trust as trustee.

Among other things, the Restructuring Support Agreement provides that the Consenting Creditors will support the Debtors' restructuring efforts as set forth in, and subject to the terms and conditions of, the Restructuring Support Agreement. The Debtors have agreed to seek approval of a plan of reorganization and complete their restructuring efforts subject to the terms, conditions, and milestones contained in the Restructuring Support Agreement and otherwise comply with the terms and requirements set forth in the Restructuring Support Agreement. The Restructuring Support Agreement will become effective upon the execution and delivery of the Restructuring Support Agreement by the holders of . . .

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial


          Obligation or an Obligation Under an
          Off-Balance
          Sheet Arrangement.

The filing of the Chapter 11 Cases described in Item 1.03 above constitutes an event of default that accelerated the Company's obligations, as applicable, under each of the following debt instruments (the "Debt Instruments"):



  •   The 2008 Indenture;



  •   The 2015 Indenture;



  •   The 2018 Indenture; and



     •    The Revolving Credit Agreement, dated as of December 21, 2017, by and
          among Noble Holding UK Limited, Noble Cayman Limited, Noble International
          Finance Company, each subsidiary guarantor party thereto, JPMorgan Chase
          Bank, N.A. as Agent, the lenders party thereto, the issuing banks and
          swingline lenders party thereto, and the other parties party thereto, as
          amended by that certain First Amendment to Revolving Credit Agreement,
          dated as of July 26, 2019 and as may be further amended, restated,
          supplemented or otherwise modified from time to time (the "2017 Credit
          Facility").

As a result, the principal and interest due under the Debt Instruments became immediately due and payable. However, any efforts to enforce such payment obligations with respect to the Debt Instruments are automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors' rights of enforcement are subject to the applicable provisions of the Bankruptcy Code.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.




In connection with the Chapter 11 Cases, on July 30 2020, the New York Stock
Exchange ("NYSE") notified
Noble-U.K.
that it would suspend trading in the ordinary shares of
Noble-U.K.
on the Petition Date and that it would commence proceedings to delist the
ordinary shares of
Noble-U.K.
because
Noble-U.K.
is no longer suitable for listing pursuant to Section 802.01D of the NYSE
continued listing standards. The Company informed the NYSE that it does not
intend to take any further action to appeal the NYSE's decision. Therefore, it
is expected that
Noble-U.K.'s
ordinary shares will be delisted after the completion of the NYSE's application
to the Securities and Exchange Commission (the "SEC") to delist
Noble-U.K.'s
ordinary shares.
The Company does not expect the NYSE delisting to adversely affect the Company's
business operations or the pending restructuring under the Chapter 11 Cases, and
delisting does not change
Noble-U.K.'s
reporting requirements under the rules of the SEC.
Following delisting, the Company expects that
Noble-U.K.'s
ordinary shares will be traded on
over-the-counter
markets. However, the Company cannot provide any assurance that trading of
Noble-U.K.'s
ordinary shares will continue in the future on any
over-the-counter
trading market.

Item 7.01 Regulation FD Disclosure

Noble-U.K.


periodically engages in discussions with its creditors with respect to potential
strategic transactions to enhance
Noble-U.K.'s
capital structure. During the course of recent discussions and negotiations with
certain creditors, including the Consenting Creditors, regarding a potential
consensual restructuring transaction,
Noble-U.K.
provided such creditors (the "NDA Parties") with certain
non-public
information subject to
non-disclosure
agreements.
Noble-U.K.
and certain of the NDA Parties exchanged proposals based on such
non-public
information.

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Pursuant to the terms of the
non-disclosure
agreements,
Noble-U.K.
agreed to publicly disclose certain confidential information regarding
Noble-U.K.
provided to the NDA Parties, (the "Cleansing Material") upon the occurrence of
certain events.
The Cleansing Material is furnished herewith as Exhibit 99.1 in accordance with
the terms of the
non-disclosure
agreements. The Cleansing Material furnished as Exhibit 99.1 was prepared by
Noble-U.K.
The Cleansing Material was not prepared with a view toward public disclosure and
should not be relied upon to make an investment decision with respect to
Noble-U.K.
The Cleansing Material should not be regarded as an indication that
Noble-U.K.
or any third party considers the Cleansing Material to be a reliable prediction
of future events, and the Cleansing Material should not be relied upon as such.
The Cleansing Material includes certain values for illustrative purposes only
and such values are not the result of, and do not represent, actual valuations,
estimates, forecasts or projections of
Noble-U.K.
or any third party and should not be relied upon as such. Neither
Noble-U.K.
nor any third party has made or makes any representation to any person regarding
the accuracy of any Cleansing Material or undertakes any obligation to publicly
update the Cleansing Material to reflect circumstances existing after the date
when the Cleansing Material was prepared or conveyed or to reflect the
occurrence of future events, even in the event that any or all of the
assumptions underlying the Cleansing Material are shown to be in error.
In connection with the filing of the Chapter 11 Cases, on July 31, 2020, the
Company issued a press release announcing that the Debtors had entered into the
Restructuring Support Agreement and filed petitions to initiate the Chapter 11
Cases. A copy of the press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and shall not be incorporated by
reference into any filings made by the Company under the Securities Act of 1933,
as amended, or the Exchange Act, except as may be expressly set forth by
specific reference in such filing.
                                   * * * * *
Cautionary Information Regarding Trading in the Company's Securities
The Company cautions that trading in
Noble-U.K.'s
securities during the pendency of the Chapter 11 Cases is highly speculative and
poses substantial risks. Trading prices for
Noble-U.K.'s
securities may bear little or no relationship to the actual recovery, if any, by
holders of
Noble-U.K.'s
securities in the Chapter 11 Cases. The Company expects that, other than the
possibility of the issuance of very speculative warrants as contemplated by the
Restructuring Support Agreement,
Noble-U.K.'s
equity holders will experience a complete loss on their investment, depending on
the outcome of the Chapter 11 Cases.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form
8-K
includes "forward-looking statements" within the meaning of Section 27A of the
US Securities Act of 1933, as amended, and Section 21E of the US Securities
Exchange Act of 1934, as amended. All statements other than statements of
historical facts included in this report or in the documents incorporated by
reference, including those regarding the effect, impact, potential duration and
other implications of the Chapter 11 Cases (as defined

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herein), the global novel strain of coronavirus
("COVID-19")
pandemic, and agreements regarding production levels among members of the
Organization of Petroleum Exporting Countries and other oil and gas producing
nations ("OPEC+"), and any expectations we may have with respect thereto, and
those regarding rig demand, the offshore drilling market, oil prices, contract
backlog, fleet status, our future financial position, business strategy,
impairments, repayment of debt, credit ratings, liquidity, borrowings under our
2017 Credit Facility (as defined herein) or other instruments, sources of funds,
future capital expenditures, contract commitments, dayrates, contract
commencements, extension or renewals, contract tenders, the outcome of the
Paragon Offshore litigation or any other dispute, litigation, audit or
investigation, plans and objectives of management for future operations, foreign
currency requirements, results of joint ventures, indemnity and other contract
claims, reactivation, refurbishment, conversion and upgrade of rigs, industry
conditions, access to financing, impact of competition, governmental regulations
and permitting, availability of labor, worldwide economic conditions, taxes and
tax rates, indebtedness covenant compliance, dividends and distributable
reserves, timing or results of acquisitions or dispositions, and timing for
compliance with any new regulations are forward-looking statements. When used in
this report, or in the documents incorporated by reference, the words
"anticipate," "believe," "could," "estimate," "expect," "intend," "may,"
"might," "plan," "project," "should" "shall," and "will" and similar expressions
are intended to be among the statements that identify forward-looking
statements. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we cannot assure you that such
expectations will prove to be correct. These forward-looking statements speak
only as of the date of this Current Report on Form
8-K
and we undertake no obligation to revise or update any forward-looking statement
for any reason, except as required by law. We have identified factors, including
but not limited to whether the requisite holders of at least 66.67% of the
aggregate principal amount of the outstanding Guaranteed Notes and at least
66.67% of the principal amount of the outstanding Legacy Notes will execute and
deliver the Restructuring Support Agreement, whether the other conditions to the
obligations of the Consenting Creditors under the Restructuring Support
Agreement will be satisfied or waived, risks and uncertainties relating to the
Chapter 11 Cases (including but not limited to our ability to obtain Bankruptcy
Court (as defined herein) approval with respect to motions in the Chapter 11
Cases, the effects of the Chapter 11 Cases on the Company and its various
constituents, the impact of Bankruptcy Court rulings in the Chapter 11 Cases,
our ability to develop and implement a plan of reorganization that will be
approved by the Bankruptcy Court and the ultimate outcome of the Chapter 11
Cases in general, the length of time we will operate under the Chapter 11 Cases,
attendant risks associated with restrictions on our ability to pursue our
business strategies, risks associated with third-party motions in the Chapter 11
Cases, the potential adverse effects of the Chapter 11 Cases on our liquidity,
the potential cancellation of our ordinary shares in the Chapter 11 Cases, the
potential material adverse effect of claims that are not discharged in the
Chapter 11 Cases, uncertainty regarding our ability to retain key personnel and
uncertainty and continuing risks associated with our ability to achieve our
stated goals and continue as a going concern), the effects of public health
threats, pandemics and epidemics, such as the recent and ongoing outbreak of
COVID-19,
and the adverse impact thereof on our business, financial condition and results
of operations (including but not limited to our growth, operating costs, supply
chain, availability of labor, logistical capabilities, customer demand for our
services and industry demand generally, our liquidity, the price of our
securities and trading markets with respect thereto, our ability to access
capital markets, and the global

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economy and financial markets generally), the effects of actions by, or disputes
among OPEC+ members with respect to production levels or other matters related
to the price of oil, market conditions, 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, operating hazards and delays, risks associated with
operations outside the US, actions by regulatory authorities, credit rating
agencies, customers, joint venture partners, contractors, lenders and other
third parties, legislation and regulations affecting drilling operations,
compliance with regulatory requirements, violations of anti-corruption laws,
shipyard risk and timing, delays in mobilization of rigs, hurricanes and other
weather conditions, and the future price of oil and gas, that could cause actual
plans or results to differ materially from those included in any forward-looking
statements. These factors include those referenced or described in Part I, Item
1A. "Risk Factors" of our Annual Report on Form
10-K
for the year ended December 31, 2019, in Part II, Item 1A. "Risk Factors" of our
Quarterly Report on Form
10-Q
for the quarter ended March 31, 2020, and in our other filings with the SEC. We
. . .

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:



10.1*      Restructuring Support Agreement, dated July 31, 2020, by and among the
         Debtors and the Consenting Creditors.

99.1       Cleansing Material

99.2       Press Release, dated July 31, 2020.

104      Cover Page Interactive Data File - the cover page XBRL tags are embedded
         within the Inline XBRL document.

* Certain schedules and similar attachments have been omitted. The Company agrees

to furnish a supplemental copy of any omitted schedule or attachment to the SEC


  upon request.



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