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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)) |
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• | as of the last day of each fiscal quarter in 2021, Adjusted EBITDA (as defined in the Exit Credit Agreement) is not permitted to be lower than (i) $70 million for the four fiscal quarter period ending March 31, 2021, (ii) $40 million for the four fiscal quarter period ending June 30, 2021 and (iii) $25 million for the four fiscal quarter periods ending on each of September 30, 2021 and December 31, 2021; |
• | as of the last day of each fiscal quarter ending on or after March 31, 2022, the ratio of Adjusted EBITDA to Cash Interest Expense (as defined in the Exit Credit Agreement) is not permitted to be less than (i) 2.00 to 1.00 for each four fiscal quarter period ending on or after March 31, 2022 until June 30, 2024, and (ii) 2.25 to 1.00 for each four fiscal quarter period ending thereafter; and |
• | for each fiscal quarter ending on or after June 30, 2021, the ratio of (x) Asset Coverage Aggregate Rig Value (as defined in the Exit Credit Agreement) to (y) the aggregate principal amount of loans and letters of credit outstanding under the Exit Credit Facility (the “Asset Coverage Ratio”) as of the last day of any such fiscal quarter is not permitted to be less than 2.00 to 1.00. |
• | the 4.90% Senior Notes due 2020 and 6.20% Senior Notes due 2040, issued pursuant to the Second Supplemental Indenture relating to 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”), dated as of July 26, 2010, by and among NHIL as issuer, Noble Finance Company, formerly known as Noble Corporation (“Legacy 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, Legacy 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, Legacy 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 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”), dated as of March 16, 2015, by and among NHIL as issuer, Legacy Noble-Cayman as guarantor and Wilmington Trust as trustee; and |
• | 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, Legacy Noble-Cayman as guarantor, and Wilmington Trust as trustee. |
• | Holders of Go-Forward Trade Claims: Go-Forward Trade Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Go-Forward Trade Claim, each such Holder of an Allowed Go-Forward Trade Claim shall be paid in full in Cash on the Effective Date or on such other date as agreed between the Debtors (or the Reorganized Debtors) and such Holder of an Allowed Go-Forward Trade Claim; provided, however, that Go-Forward Trade Claims that arise in the ordinary course of the Debtors’ business and which are not due and payable on or before the Effective Date shall be paid in the ordinary course of business in accordance with the terms thereof. |
• | Holders of Transocean Claims: |
• | Holders of Paragon Claims: |
• | Holders of General Unsecured Claims against Debtor Group A: |
• | Holders of General Unsecured Claims against Debtor Group B (including Holders of Priority Guaranteed Notes Claims): |
• | Holders of General Unsecured Claims against Debtor Group C (including Holders of Legacy Notes Claims): |
• | Holders of General Unsecured Claims against Debtor Group D: multiplied by |
• | Holders of General Unsecured Claims against Debtor Group E: |
• | Holders of Section 510(b) Claims: |
• | 31,749,912 New Shares were transferred pro rata to holders of the Guaranteed Notes in the cancellation of the Guaranteed Notes; |
• | 2,049,752 New Shares, the Tranche 1 Warrants and the Tranche 2 Warrants were transferred to holders of the Legacy Notes in cancellation of the Legacy Notes; |
• | 7,722,695 New Shares were issued to participants in the Rights Offering, including 5,624,989 New Shares issued to the Backstop Parties as Holdback Securities (as defined in the Backstop Commitment Agreement); |
• | 1,652,654 New Shares were issued to the Backstop Parties in respect of their backstop commitment to subscribe for Unsubscribed Securities (as defined in the Backstop Commitment Agreement); |
• | 1,199,998 New Shares were issued to the Backstop Parties in connection with the payment of the Backstop Premiums (as defined in the Backstop Commitment Agreement); and |
• | the Tranche 3 Warrants were issued to the holders of the Existing Equity Interests. |
• | Audit Committee: Mr. Bartels (Chair), Ms. Pickard and Mr. Sledge |
• | Compensation Committee: Ms. Trent (Chair), Mr. Hirshberg and Mr. Sledge |
• | Nominating, Governance and Sustainability Committee: Ms. Pickard (Chair), Mr. Hirshberg and Ms. Trent |
• | the adoption by Noble of a resolution to remove a Director; or |
• | the adoption by Noble of a resolution to amend, vary, suspend the operation of, disapply or cancel: |
• | Articles 21.1, 21.2 and 21.11, which relate to the convening of, and proceedings and procedures at, general meetings; |
• | Article 26, which relates to the number and qualifications of the directors of Noble; |
• | Article 28, which relates to the appointment and removal of directors of Noble; |
• | Article 29, which relates to vacancies on the Board; or |
• | Article 48, which relates to transactions with Interested Shareholders (as defined in the Articles). |
• | dependent upon its results of operations, financial condition, cash requirements and other relevant factors; |
• | subject to the discretion of its Board; |
• | subject to restrictions contained in debt instruments; and |
• | payable only out of its accumulated profits or its share premium account in accordance with Cayman Islands law. |
• | By a procedure under the Cayman Islands Companies Act, 2021 Revision, known as a “scheme of arrangement.” A scheme of arrangement is made by obtaining the consent of the Cayman Islands company, the consent of the court and approval of the arrangement by holders of Ordinary Shares (1) representing a majority in number of the shareholders present at the meeting held to consider the arrangement and (2) holding at least 75% of all the issued Ordinary Shares other than those held by the acquiring party, if any. If a scheme of arrangement receives all necessary consents and approvals, all holders of ordinary shares of a company would be compelled to sell their shares under the terms of the scheme of arrangement. |
• | By acquiring pursuant to a tender offer 90% of the Ordinary Shares not already owned by the acquiring party (the “offeror”). If an offeror has, within four months after the making of an offer for all the Ordinary Shares not owned by the offeror, obtained the approval of not less than 90% of all the shares to which the offer relates, the offeror may, at any time within two months after the end of that four-month period, require any nontendering shareholder to transfer its shares on the same terms as the original offer. In those circumstances, nontendering shareholders will be compelled to sell their shares, unless within one month from the date on which the notice to compulsorily acquire was given to the nontendering shareholder, the nontendering shareholder is able to convince the court to order otherwise. The Companies Law also provides that a resolution of shareholders shall not be required in circumstances where a parent company seeks to merge with a subsidiary company (that is, a company in which it owns 90% of the issued and outstanding shares). In that event, providing that the remaining requirements for a merger have been met, once the offeror has acquired 90% of the target it will be able effectively to “squeeze out” the remaining minority shareholders without having to wait out the aforementioned four-month period. |
• | the adoption by Noble of a resolution to remove a Director; or |
• | the adoption by Noble of a resolution to amend, vary, suspend the operation of, disapply or cancel: |
• | Articles 21.1, 21.2 and 21.11, which relate to the convening of, and proceedings and procedures at, general meetings; |
• | Article 26, which relates to the number and qualifications of the directors of Noble; |
• | Article 28, which relates to the appointment and removal of directors of Noble; |
• | Article 29, which relates to vacancies on the Board; or |
• | Article 48, which relates to transactions with Interested Shareholders (as defined in the Articles). |
• | the business combination or the transaction resulting in the person becoming an interested shareholder is approved by the Board prior to the date the interested shareholder acquired Noble’s shares; |
• | the interested shareholder acquired at least 85% of Noble’s shares in the transaction in which it became an interested shareholder; or |
• | the business combination is approved by a majority of the Board and by the affirmative vote of disinterested shareholders holding at least two-thirds of the shares generally entitled to vote which are not owned by the interested shareholder. |
* | Previously filed. |
† | Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the Commission upon request. |
NOBLE CORPORATION | ||||||
Date: February 8, 2021 | By: | /s/ Richard B. Barker | ||||
Name: | Richard B. Barker | |||||
Title: | Senior Vice President and Chief Financial Officer | |||||
NOBLE FINANCE COMPANY | ||||||
Date: February 8, 2021 | By: | /s/ Richard B. Barker | ||||
Name: | Richard B. Barker | |||||
Title: | Senior Vice President and Chief Financial Officer |