8-K

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): April 4, 2023

NOBLE CORPORATION plc

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

Subsidiaries of Noble Corporation plc (“Noble”) intend to amend and restate the Senior Secured Revolving Credit Agreement, dated as of February 5, 2021 (the “Existing Credit Agreement”), by entering into an Amended and Restated Senior Secured Revolving Credit Agreement, to be dated April 18, 2023 (the “A&R Credit Agreement”), by and among Noble Finance II LLC (the “Issuer”), Noble International Finance Company and Noble Drilling A/S, as borrowers, the lenders and issuing banks party thereto from time to time. The Existing Credit Agreement had established a revolving credit facility with commitments of $675.0 million. The revolving credit facility under the A&R Credit Agreement (the “Revolving Credit Facility”) is expected to have commitments of $550.0 million. The guarantors under the Revolving Credit Facility will be the same subsidiaries of the Issuer that will be guarantors of the notes.

There can be no assurance that the entry into the A&R Credit Agreement will be completed on the currently anticipated terms, or at all. The Revolving Credit Facility described above has not been finalized, and is therefore subject to change. Accordingly, there can be no assurance that the A&R Credit Agreement will be entered into on the terms described above or at all. The completion of the Offering (as defined below) is not conditioned upon the entry into the A&R Credit Agreement.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K (this “Current Report”) does not constitute or contain any invitation, solicitation, recommendation, offer or advice to any person to subscribe for or otherwise acquire or dispose of any securities of Noble.

Certain statements in this Current Report, including statements regarding the entry into the A&R Credit Agreement, constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and Noble’s anticipated or planned financial and operational performance. The words “targets”, “believes”, “continues”, “expects”, “aims”, “intends”, “plans”, “seeks”, “will”, “may”, “might”, “anticipates”, “would”, “could”, “should”, “estimates”, “projects”, “potentially” or similar expressions or the negatives thereof, identify certain of these forward-looking statements. The absence of these words, however, does not mean that the statements are not forward-looking. Other forward-looking statements can be identified in the context in which the statements are made.

We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, risks and uncertainties related to economic, market or business conditions, satisfaction of customary closing conditions related to the A&R Credit Agreement and other risk factors as detailed from time to time in Parent’s reports filed with the U.S. Securities and Exchange Commission.

Any forward-looking statements included in this Current Report, including any attachment hereto, speak only as of today. Noble does not intend, and does not assume, any obligations to update any forward-looking statements contained herein, except as may be required by law or the rules of the New York Stock Exchange or Nasdaq Copenhagen. All subsequent written and oral forward-looking statements attributable to Noble or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained in this Current Report, including any attachment hereto.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information contained in this Item 7.01 is being furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

On April 4, 2023, Noble issued a press release announcing that its wholly owned subsidiary, the Issuer, has priced a private offering (the “Offering”) of $600 million in aggregate principal amount of new unsecured 8.000% senior notes due 2030.

A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

Exhibit 99.1

NOBLE CORPORATION PLC ANNOUNCES PRICING OF OFFERING OF $600 MILLION OF SENIOR NOTES DUE 2030

Sugar Land, Texas, April 4, 2023 – Noble Corporation plc (“Parent” and together with its subsidiaries, “Noble”) (CSE: NOBLE, NYSE: NE) today announced that Noble Finance II LLC (the “Company”), a wholly owned subsidiary of Parent, has priced a private offering (the “Offering”) of $600 million in aggregate principal amount of new unsecured 8.000% Senior Notes due 2030 (the “2030 Notes”). Noble intends to use the net proceeds from the Offering to (i) to fund the redemption (the “Redemption”) of all of the outstanding 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 (the “Second Lien Notes”) issued by Noble Finance Company, a wholly-owned subsidiary of Parent, (ii) pay any premiums, fees and expenses related to the Redemption and the issuance of the 2030 Notes, (iii) to repay the outstanding borrowings under the $350 million term loan facility borrowed by Parent’s subsidiary, The Drilling Company of 1972 A/S and (iv) the remainder, if any, for general corporate purposes. The Offering is expected to close on or about April 18, 2023, subject to customary closing conditions.

The 2030 Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States only in compliance with Regulation S under the Securities Act. The 2030 Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction. Unless so registered, the 2030 Notes may not be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy or sell any security, nor shall there be any sale of the 2030 Notes or any other security of Noble, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Second Lien Notes.

ABOUT NOBLE

Noble is aleading offshore drilling contractor for the oil and gas industry. Noble owns and operates one of the most modern, versatile, and technically advanced fleets in the offshore drilling industry. Noble and its predecessors have been engaged in thecontract drilling of oil and gas wells since 1921. Noble performs, through its subsidiaries, contract drilling services with a fleet of offshore drilling units focused largely on ultra-deepwater and high specification jackup drilling opportunitiesin both established and emerging regions worldwide. For further information visit www.noblecorp.com or email investors@noblecorp.com.

INVESTORRELATIONS CONTACT

Ian Macpherson

Vice President – Investor Relations

T: +1 713-239-6507

M: imacpherson@noblecorp.com

CAUTIONARYSTATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This announcement is for information purposes only and does not constitute or contain any invitation, solicitation, recommendation, offer or advice to any person to subscribe for or otherwise acquire or dispose of any securities of Noble.

Certain statements in this announcement, including statements concerning the expected closing date of the Offering and the use of proceeds therefrom, constitute, forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and Noble’s anticipated or planned financial and operational performance. The words “targets”, “believes”, “continues”, “expects”, “aims”, “intends”, “plans”, “seeks”, “will”, “may”, “might”, “anticipates”, “would”, “could”, “should”, “estimates”, “projects”, “potentially” or similar expressions or the negatives thereof, identify certain of these forward-looking statements. The absence of these words, however, does not mean that the statements are not forward-looking. Other forward-looking statements can be identified in the context in which the statements are made.

We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, risks and uncertainties related to economic, market or business conditions, satisfaction of customary closing conditions related to the Offering and other risk factors as detailed from time to time in Parent’s reports filed with the U.S. Securities and Exchange Commission.

Any forward-looking statements included in this announcement, including any attachment hereto, speak only as of today. Noble does not intend, and does not assume, any obligations to update any forward-looking statements contained herein, except as may be required by law or the rules of the New York Stock Exchange or Nasdaq Copenhagen. All subsequent written and oral forward-looking statements attributable to Noble or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained in this announcement, including any attachment hereto.