NYSE: NE Noble Corp plc 8-K

Noble Corp issues $800M senior notes at 6.25% due 2034 to refinance debt

Filed June 12, 2026 · Period ending June 11, 2026 · ~1 min read

Key Changes

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Noble Finance II (wholly owned subsidiary) issued $800 million of 6.250% senior notes maturing June 2034, with semi-annual interest payments starting December 2026. Proceeds will fund operations and refinance existing debt.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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Notes include change-of-control protection allowing holders to require repurchase at 101% of principal if a triggering event occurs, protecting bondholders from adverse ownership changes.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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Indenture restricts Noble's ability to incur additional debt, create liens, pay dividends, make investments, or sell assets, limiting financial flexibility to protect bondholder interests.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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Before June 2029, Noble can redeem up to 40% of notes at 106.25% of principal using equity offering proceeds; after June 2029, redemption prices decline from 103.125% to par.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →

Summary

Noble Corporation raised $800 million through a senior note offering by its wholly owned subsidiary Noble Finance II. The notes carry a 6.250% coupon and mature in June 2034, with proceeds earmarked for refinancing existing debt and general operations. This is a straightforward capital markets transaction that extends Noble's debt maturity profile at a fixed rate.

The indenture includes standard protections for bondholders: change-of-control provisions allowing repurchase at 101% of principal, and covenants restricting Noble's ability to take on additional debt, create liens, pay dividends, or sell assets without meeting certain conditions. These restrictions are typical for high-yield debt and balance the company's operational flexibility against bondholder security.

The optional redemption features give Noble some refinancing flexibility if market conditions improve, though early redemption would come at a premium to par value. For equity holders, the $800 million debt load increases leverage but provides capital without dilution. The 6.25% rate reflects current market conditions for offshore drilling credits. The covenant package is standard for the sector and shouldn't materially constrain Noble's operations under normal business conditions.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~1,100 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

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Added Optional redemption provisions medium

Added in current filing · verify on EDGAR →

At any time prior to June 15, 2029, the Issuer may, from time to time, redeem up to 40% of the aggregate principal amount of 2034 Notes, upon not less than 10 or more than 60 days’ notice, at a redemption price of 106.250% of the principal amount of the 2034 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more equity offerings by the Issuer

Before June 15, 2029, Noble can redeem up to 40% of the notes at 106.250% of principal using equity offering proceeds, provided at least 60% of the original notes remain outstanding. The company can also redeem notes at 100% of principal plus a make-whole premium. After June 15, 2029, redemption prices decline from 103.125% to par over time.

Added Change of control protection medium

Added in current filing · verify on EDGAR →

If a Change of Control Triggering Event (as defined in the Indenture) occurs, each holder of 2034 Notes may require the Issuer to repurchase all or any part of that holder’s 2034 Notes for cash at a price equal to 101% of the aggregate principal amount of the 2034 Notes repurchased, plus any accrued and unpaid interest thereon, if any, to, but excluding, the date on which the notes are repurchased

If a change of control triggering event occurs, noteholders can require Noble to repurchase their notes at 101% of principal plus accrued interest. This provision protects bondholders in the event of an acquisition or similar corporate control change.

Added Debt covenants and restrictions medium

Added in current filing · verify on EDGAR →

The Indenture contains covenants that, among other things and subject to certain exceptions, limit the Issuer’s ability and the ability of its restricted subsidiaries to: (i) incur, assume or guarantee additional indebtedness or issue certain preferred stock; (ii) create liens to secure indebtedness; (iii) pay distributions on equity interests, repurchase equity securities or redeem junior lien, unsecured or subordinated indebtedness; (iv) make investments; (v) restrict distributions, loans or other asset transfers from the Issuer’s restricted subsidiaries; (vi) consolidate with or merge with or into, or sell substantially all of the Issuer’s properties to, another person; (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries

The indenture imposes standard restrictions on Noble's financial flexibility, limiting additional debt, liens, dividends, investments, asset sales, and mergers. These covenants protect bondholders by preventing actions that could impair the company's ability to repay the notes.

Added Events of default and acceleration rights medium

Added in current filing · verify on EDGAR →

The Indenture contains customary events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding 2034 Notes to accelerate the amounts due under the 2034 Notes.

The indenture includes standard default triggers such as payment failures, covenant breaches, cross-defaults on other debt, bankruptcy, and unpaid judgments. If a default occurs, the trustee or holders of 25% of the notes can accelerate repayment, making the full principal immediately due.