Item 1.03 Bankruptcy or Receivership
Chapter 11 Filing OnJuly 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 theUnited States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court "). The Debtors have filed or will file a motion with theBankruptcy 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 2
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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 theBankruptcy 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 OnJuly 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 dueFebruary 2026 (the "Guaranteed Notes") issued pursuant to that certain Indenture, datedJanuary 31, 2018 , by and amongNoble Holding International Limited ("NHIL") as issuer, Noble-U.K. as parent guarantor, Noble 2018-IGuarantor LLC , Noble 2018-IIGuarantor LLC , Noble 2018-IIIGuarantor LLC , and Noble 2018-IVGuarantor LLC as subsidiary guarantors, andU.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 ofNovember 21, 2008 , between NHIL as issuer and theBank of New York Mellon Trust Company, N.A. ("BNY Mellon") as trustee (such indenture, the "2008 Indenture") and (b) that certain Indenture, dated as ofMarch 16, 2015 , between NHIL as issuer andWilmington 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 ofJuly 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 ofFebruary 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 ofFebruary 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 ofMarch 16, 2015 , by and among NHIL as issuer, Noble-Cayman as guarantor, andWilmington Trust as trustee; and 3
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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 ofDecember 28, 2016 , by and among NHIL as issuer, Noble-Cayman as guarantor, andWilmington 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 ofDecember 21, 2017 , by and amongNoble 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 ofJuly 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, onJuly 30 2020 , theNew 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 theSecurities 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 theSEC . 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-
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. 8
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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, onJuly 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 SecuritiesThe 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 theUS 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 9
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herein), the global novel strain of coronavirus ("COVID-19") pandemic, and agreements regarding production levels among members of theOrganization 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 obtainBankruptcy 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 ofBankruptcy Court rulings in the Chapter 11 Cases, our ability to develop and implement a plan of reorganization that will be approved by theBankruptcy 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 10
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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 endedDecember 31, 2019 , in Part II, Item 1A. "Risk Factors" of our Quarterly Report on Form 10-Q for the quarter endedMarch 31, 2020 , and in our other filings with theSEC . We . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
10.1* Restructuring Support Agreement, datedJuly 31, 2020 , by and among the Debtors and the Consenting Creditors. 99.1 Cleansing Material 99.2 Press Release, datedJuly 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
upon request. 11
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