Item 1.01 Entry into a Material Definitive Agreement.
On November 18, 2008, Noble Holding International Limited (the "Issuer"), a
wholly-owned indirect subsidiary of Noble Corporation (the "Company"), and the
Company entered into an underwriting agreement, attached as Exhibit 1.1 hereto,
with the underwriters named therein with respect to the issue and sale by the
Issuer of $250,000,000 aggregate principal amount of its 7.375% Senior Notes due
2014 (the "Notes"). On November 19, 2008, pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, the Issuer and the Company filed with the
U.S. Securities and Exchange Commission (the "Commission") a Prospectus
Supplement to a Prospectus, each dated November 18, 2008, which are part of a
Registration Statement on Form S-3 (Registration No. 333-155421) filed by the
Issuer and the Company with the Commission. Each of the exhibits to this Form
8-K relate to the offering of the Notes and are hereby incorporated by reference
into such Registration Statement.
The Notes will be issued under an Indenture, to be dated as of November 21,
2008 (the "Base Indenture"), between the Issuer and The Bank of New York Mellon
Trust Company, N.A., as indenture trustee (the "Trustee"), as amended and
supplemented by a First Supplemental Indenture, dated as of November 21, 2008
(together with the Base Indenture (insofar as such indenture governs the Notes
but not as it relates to any other debt securities that may be issued by the
Company), the "Indenture"), among the Issuer, the Company and the Trustee. The
Indenture provides for the full and unconditional guarantee by the Company 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").
The Issuer will receive net proceeds from the sale of the Notes of
approximately $247.2 million, after deducting underwriting discounts and
commissions and estimated expenses. The Issuer intends to transfer the net
proceeds to the Company as advances, distributions, repayment of outstanding
intercompany indebtedness or a combination of these. The Company intends to use
the net proceeds to repay $150 million of long-term debt of a subsidiary of the
Company that matures in March 2009 and the outstanding balance under the
Company's unsecured revolving bank credit facility, in each case plus accrued
interest. The remaining proceeds will be used for general corporate purposes.
Interest on the Notes will accrue from November 21, 2008 at a rate of 7.375%
per annum. Interest on the Notes will be payable by the Issuer on March 15 and
September 15 of each year, beginning on March 15, 2009. 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
Notes and the Indenture. The Notes will mature on March 15, 2014.
The Indenture will contain certain restrictions, including, among others,
restrictions on the Company's ability and the ability of the Company's
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 First Supplemental Indenture, the Underwriting Agreement and
the Specimen Note for the
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Notes, including the endorsement of the Guarantee, copies of which are filed as
exhibits to this Current Report and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 is incorporated herein by reference.
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