(State or other jurisdiction of incorporation) |
(Commission file number) |
(I.R.S. employer identification number) |
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(Address of principal executive offices) |
(Zip code) |
(State or other jurisdiction of incorporation) |
(Commission file number) |
(I.R.S. employer identification number) |
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(Address of principal executive offices) |
(Zip code) |
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)) |
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
* |
* | On July 31, 2020, the |
Item 1.03 |
Bankruptcy or Receivership. |
• | each holder of an Allowed Other Secured Claim shall receive, except to the extent such holder agrees to less favorable treatment, at the option of the applicable Debtors or the Reorganized Debtors, as applicable: (i) Reinstatement of its Allowed Other Secured Claim in accordance with section 1124(2) of the Bankruptcy Code; (ii) payment in full in Cash of its Allowed Other Secured Claim; (iii) such other less favorable treatment as to which the Debtors or the Reorganized Debtors and such holder of such Allowed Other Secured Claim will have agreed upon in writing; or (iv) delivery of the collateral securing its Allowed Other Secured Claim; |
• | each holder of an Allowed Other Priority Claim shall receive, except to the extent such holder agrees to less favorable treatment, payment in full in Cash of its Allowed Other Priority Claim; |
• | each holder of an Allowed Revolving Credit Facility Claim shall receive, except to the extent such holder agrees to less favorable treatment, at the election of such holder, its pro rata share of: (i) the Exit Revolving Credit Facility Commitments and (ii) the Exit Revolving Credit Facility Effective Date Cash Amount; |
• | each holder of an Allowed Go-Forward Trade Claim shall receive, except to the extent such holder agrees to less favorable treatment, payment in full in Cash of its Allowed Go-Forward Trade Claim; |
• | each holder of an Allowed Transocean Claim shall receive, except to the extent such holder agrees to less favorable treatment, such treatment as set forth in Section 2.1 of the Transocean Settlement Agreement; |
• | each holder of an Allowed Paragon Claim shall receive, except to the extent such holder agrees to less favorable treatment, such treatment as set forth in Section 2.2 of the Paragon Settlement Agreement; |
• | each holder of an Allowed General Unsecured Claim against Debtor Group A shall receive, except to the extent such holder agrees to less favorable treatment, payment in Cash in the aggregate amount of its Allowed General Unsecured Claim against Debtor Group A, which payments shall be payable in three annual installments with the first payment made one year after the later of (i) the Effective Date, and (ii) the date that such Claim becomes Allowed; |
• | each holder of an Allowed General Unsecured Claim against Debtor Group B shall receive, except to the extent such holder agrees to less favorable treatment, its pro rata share of (i) 63.5% of the Reorganized Parent Stock (subject to dilution by the Management Incentive Plan and the Warrants, but post-dilution by the Rights Offering) and (ii) the Debtor Group B Subscription Rights; |
• | each holder of an Allowed General Unsecured Claim against Debtor Group C shall receive, except to the extent such holder agrees to less favorable treatment, its pro rata share of (i) 4.1% of the Reorganized Parent Stock (subject to dilution by the Management Incentive Plan and the Warrants, but post-dilution by the Rights Offering), (ii) the Tranche 1 Warrants, (iii) the Tranche 2 Warrants, and (iv) the Debtor Group C Subscription Rights; |
• | each holder of an Allowed General Unsecured Claim against Debtor Group D shall receive, except to the extent such holder agrees to less favorable treatment, Cash in the aggregate amount of such Allowed General Unsecured Claim against Debtor Group D multiplied by the Applicable Percentage (which Applicable Percentage is set forth in the Plan), payable in three annual installment payments, with the first payment made one year after the later of (i) the Effective Date, and (ii) the date that such Claim becomes Allowed; |
• | each holder of an Allowed General Unsecured Claim against Debtor Group E shall receive no distribution on account of such Claim; |
• | each holder of an Allowed General Unsecured Claim against Debtor Group F shall receive, except to the extent such holder agrees to less favorable treatment, Cash in the aggregate amount of such Allowed General Unsecured Claim against Debtor Group F multiplied by 16%, payable in three annual installment payments, with the first payment made one year after the later of (i) the Effective Date, and (ii) the date that such Claim becomes Allowed; |
• | each holder of an Allowed Section 510(b) Claim shall receive no distribution on account of such Claim; and |
• | each holder of an Allowed Interest in Parent shall receive, except to the extent such holder agrees to less favorable treatment, its pro rata share of the Tranche 3 Warrants. |
Item 7.01 |
Regulation FD Disclosure. |
Item 9.01. |
Financial Statements and Exhibits. |
Exhibit No. |
Description of Exhibit | |
2.1* | Modified Second Amended Joint Plan of Reorganization of Noble Corporation plc (n/k/a Noble Holding Corporation plc) and its Debtor Affiliates. | |
99.1* | Confirmation Order of the United States Bankruptcy Court for the Southern District of Texas, dated November 20, 2020. | |
99.2* | Press Release issued by Noble Holding Corporation plc, dated November 23, 2020. | |
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
* | Filed herewith. |
NOBLE HOLDING CORPORATION plc | ||
By: | /s/ Richard B. Barker | |
Name: | Richard B. Barker | |
Title: | Senior Vice President and Chief Financial Officer | |
NOBLE CORPORATION | ||
By: | /s/ Richard B. Barker | |
Name: | Richard B. Barker | |
Title: | Director, Senior Vice President and Chief Financial Officer |