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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): August 8, 2022
 
 
NOBLE CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
         
Cayman Islands
  
001-36211
  
98-1575532
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
 
     
13135 Dairy Ashford, Suite 800
Sugar Land, Texas
  
77478
(Address of principal executive offices)
  
(Zip Code)
Registrant’s telephone number, including area code: (281)
276-6100
 
 
NOBLE FINANCE COMPANY
(Exact name of registrant as specified in its charter)
 
 
 
         
Cayman Islands
  
001-31306
  
98-0366361
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
 
     
13135 Dairy Ashford, Suite 800
Sugar Land, Texas
  
77478
(Address of principal executive offices)
  
(Zip Code)
Registrant’s telephone number, including area code: (281)
276-6100
 
 
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:
 
☒
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
         
Title of each class
  
Trading
symbol(s)
  
Name of each exchange
on which registered
Ordinary Shares, par value $0.00001 per share
  
NE
  
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company   ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
 
 
 
Explanatory Note
This combined filing on Form
8-K
is separately filed by Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“
Noble
”), and Noble Finance Company, an exempted company incorporated in the Cayman Islands with limited liability (“
Finco
”) and a wholly owned subsidiary of Noble. Information in this filing relating to Finco is filed by Noble and separately by Finco on its own behalf. Finco makes no representation as to information relating to Noble (except as it may relate to Finco) or any other affiliate or subsidiary of Noble. This report should be read in its entirety as it pertains to each of Noble and Finco.
As previously disclosed, on November 10, 2021, Noble entered into a Business Combination Agreement (the “
Business Combination Agreement
”) with Noble Finco Limited, a private limited company formed under the laws of England and Wales and an indirect, wholly owned subsidiary of Noble (“
Topco
”), Noble Newco Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of Topco, and The Drilling Company of 1972 A/S, a Danish public limited liability company (“
Maersk Drilling
”). The business combination and the other transactions contemplated by the Business Combination Agreement, including the voluntary tender exchange offer by Topco to Maersk Drilling’s shareholders (the “
exchange offer
”), are referred to herein as the “
Business Combination
.”
 
Item 8.01
Other Events.
Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form
 
8-K
 
contain excerpts of certain information from the Exemption Document relating to the exchange offer, as set forth below:
 
  •  
The tables setting forth Topco’s capitalization and indebtedness, in each case, as of May 31, 2022 are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
 
  •  
The unaudited pro forma condensed combined statement of operations of Topco for the year ended December 31, 2021, the unaudited pro forma condensed combined balance sheet of Topco as of December 31, 2021, and the notes related thereto are filed as Exhibit 99.2 hereto and are incorporated herein by reference.
Additional Information and Where to Find It
In connection with the proposed Business Combination, Topco has filed a Registration Statement on Form
S-4
(which Registration Statement was declared effective on April 11, 2022) with the Securities and Exchange Commission (“
SEC
”) that includes (1) a proxy statement of Noble that also constitutes a prospectus for Topco and (2) an offering prospectus of Topco to be used in connection with Topco’s offer to exchange shares in Maersk Drilling for Topco shares. Topco will distribute the offering prospectus in connection with the exchange offer. Topco filed an offer document with the Danish Financial Supervisory Authority (
Finanstilsynet
). This communication does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the proposed Business Combination. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS AND THE OFFERING DOCUMENT RELATING TO THE PROPOSED BUSINESS COMBINATION IN THEIR ENTIRETY, IF AND WHEN THEY BECOME AVAILABLE, AND ANY OTHER DOCUMENTS FILED BY EACH OF TOPCO AND NOBLE WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TOPCO, MAERSK DRILLING AND NOBLE, THE PROPOSED BUSINESS COMBINATION AND RELATED MATTERS.
Investors and shareholders can obtain free copies of the proxy statement/prospectus and all other documents filed with the SEC by Topco and Noble through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders are able to obtain free copies of the proxy statement/prospectus and other documents related thereto on Maersk Drilling’s website at www.maerskdrilling.com or Noble’s website at www.noblecorp.com, or by written request to Noble at Noble Corporation, Attn: Richard B. Barker, 13135 Dairy Ashford, Suite 800, Sugar Land, Texas 77478.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction, in each case, in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable European or the UK, as appropriate, regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including, without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
 
Item 9.01
Financial Statements and Exhibits.
(d)    Exhibits
.
 
         
EXHIBIT
NUMBER
        
DESCRIPTION
     
99.1    —    Capitalization and Indebtedness of Topco as of May 31, 2022.
     
99.2    —    Unaudited pro forma condensed combined statement of operations of Topco for the year ended December 31, 2021, unaudited pro forma condensed combined balance sheet of Topco as of December 31, 2021, and the notes related thereto.
     
104    —    Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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
       
Date: August 8, 2022       By:  
/s/ William E. Turcotte
            William E. Turcotte
            Senior Vice President, General Counsel and Corporate Secretary
     
       
NOBLE FINANCE COMPANY
       
        By:  
/s/ Richard B. Barker
            Richard B. Barker
            Senior Vice President and Chief Financial Officer