NOBGF / Noble Group Limited - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Form of Director Restricted Stock Unit Award under the Noble Corporation 2022 Long-Term Incentive Plan

Exhibit 10.13 NOBLE CORPORATION PLC DIRECTOR RESTRICTED STOCK UNIT AWARD THIS INSTRUMENT (this “Instrument”), made effective as of the third day of February 2023 (the “Effective Date”) by Noble Corporation plc, a company organized under the laws of England and Wales (the “Company”) evidences the Restricted Stock Units (as defined in the Plan) awarded hereunder to [] (“Director”) and sets forth the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41520 Noble Corporation plc (E

List of Guarantor Subsidiaries and Affiliate Securities Pledged as Collateral.

Exhibit 22.1 List of Guarantor Subsidiaries and Affiliate Securities Pledged as Collateral As of December 31, 2022, the 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 (the “Notes”) issued by Noble Finance Company, an exempted company incorporated in the Cayman Islands with limited liability (“Finco”), are fully and unconditionally guaranteed by each of the following wholly-owned subsidiari

2023 Short-Term Incentive Plan (“STIP”)

Exhibit 10.32 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation “[***]”. NOBLE CORPORATION PLC 2023 Short-Term Incentive Plan (“STIP”) Plan Overview, Terms and Conditions Plan Purpose The success of Nob

Fourth Supplemental Indenture, dated as of December 1, 2022, among Noble NDUS Holdings UK Limited, as guarantor, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association, a national banking association) as collateral agent and trustee.

Exhibit 4.5 Execution Version FOURTH SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 1, 2022, among Noble NDUS Holdings UK Limited, a private company limited by shares incorporated under the laws of England and Wales, with company number 14437164 (the “Guarantor”), a subsidiary of Noble Finance Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-255069 NOBLE FINANCE COMPANY (Exact name of registrant as specified in i

List of Subsidiaries of Noble and Finco.

Exhibit 21.1 NOBLE CORPORATION plc SUBSIDIARIES (as of December 31, 2022) Name State or other jurisdiction of incorporation or organization Bully 1 (Switzerland) GmbH Switzerland Bully 1 (US) Corporation Delaware Bully 2 (Switzerland) GmbH Switzerland Frontier Driller Cayman, Ltd. Cayman Islands Frontier Driller Kft. Hungary Frontier Driller, Inc. Delaware Frontier Driller, Ltd. Cayman Islands/Lux

As filed with the Securities and Exchange Commission on February 23, 2023

POS AM As filed with the Securities and Exchange Commission on February 23, 2023 Registration No.

NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028

Filed pursuant to Rule 424(b)(3) Registration No. 333-255069 PROSPECTUS SUPPLEMENT NO. 12 (to Prospectus dated April 22, 2022) NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 This prospectus supplement is being filed to update and supplement information contained in the prospectus dated April 22, 2022 (as supplemented or amended from time to time, the ?prospectus?), re

List of Guarantor Subsidiaries and Affiliate Securities Pledged as Collateral

Exhibit 22.1 List of Guarantor Subsidiaries and Affiliate Securities Pledged as Collateral As of September 30, 2022, the 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 (the ?Notes?) issued by Noble Finance Company, an exempted company incorporated in the Cayman Islands with limited liability (?Finco?), are fully and unconditionally guaranteed by each of the following wholly-owned subsidiar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41520 Noble Corporati

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): October 5, 2022 NOBLE CORPORATION plc (Exact name of registrant as specified in its charter) England and Wales 001-41520 98-1644664 (State or other jurisdiction of incorporation) (Com

Noble Corporation completes divestment of five jackups

Exhibit 99.1 Press release Noble Corporation completes divestment of five jackups SUGAR LAND, TEXAS, October 5, 2022 - Noble Corporation plc (?Noble?) today announced it has completed the sale of the Noble Hans Deul, Noble Sam Hartley, Noble Sam Turner, Noble Houston Colbert, and Noble Lloyd Noble (the ?Remedy Rigs?) to a subsidiary of Shelf Drilling, Ltd. (?Shelf Drilling?) for cash proceeds of $

NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028

424B3 1 d378530d424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-255069 PROSPECTUS SUPPLEMENT NO. 11 (to Prospectus dated April 22, 2022) NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 This prospectus supplement is being filed to update and supplement information contained in the prospectus dated April 22, 2022 (as supplemented or amended from tim

NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028

Filed pursuant to Rule 424(b)(3) Registration No. 333-255069 PROSPECTUS SUPPLEMENT NO. 10 (to Prospectus dated April 22, 2022) NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 This prospectus supplement is being filed to update and supplement information contained in the prospectus dated April 22, 2022 (as supplemented or amended from time to time, the ?prospectus?), re

NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028

424B3 1 d404262d424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-255069 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated April 22, 2022) NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 This prospectus supplement is being filed to update and supplement information contained in the prospectus dated April 22, 2022 (as supplemented or amended from time

NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028

Filed pursuant to Rule 424(b)(3) Registration No. 333-255069 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated April 22, 2022) NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 This prospectus supplement is being filed to update and supplement information contained in the prospectus dated April 22, 2022 (as supplemented or amended from time to time, the ?prospectus?), rel

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): September 1, 2022 NOBLE CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-36211 98-1575532 (State or other jurisdiction of incorporation) (Commissi

Company announcement (No. 14/2022)

Exhibit 99.1 Press release Company announcement (No. 14/2022) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. UK CMA completes review of the Business Combination between Noble Corporation and Maersk Drilling ? all merger control conditions to the Exc

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 25, 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

Deed of Amendment relating to the Asset Purchase Agreement, dated as of August 25, 2022, by and among Noble Corporation and certain of its subsidiaries, Shelf Drilling (North Sea), Ltd., and Shelf Drilling, Ltd. (filed as Exhibit 2.1 to Noble Cayman’s Current Report on Form 8-K filed on August 31, 2022 and incorporated herein by reference).

Exhibit 2.1 Certain personally identifiable information contained in this document has been redacted pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated with the notation ?[***]?. Dated 25 August 2022 SELLER PARTIES ? and ? BUYER PARTIES DEED OF AMENDMENT relating to the Asset Purchase Agreement CONTENTS CLAUSE PAGE 1. INTERPRETATION 2 2. AMENDMENT 2 3. COSTS 2 4. GENER

NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028

Filed pursuant to Rule 424(b)(3) Registration No. 333-255069 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated April 22, 2022) NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 This prospectus supplement is being filed to update and supplement information contained in the prospectus dated April 22, 2022 (as supplemented or amended from time to time, the ?prospectus?), rel

NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-255069 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated April 22, 2022) NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 This prospectus supplement is being filed to update and supplement information contained in the prospectus dated April 22, 2022 (as supplemented or amended from time to time, the

CAPITALISATION AND INDEBTEDNESS As of 31 May 2022 (in thousands) Unaudited Capitalization Noble Successor Historical(1) Maersk Drilling Historical Adjusted(2) Pro forma adjustments(3) Topco Pro Forma Combined Current debt (including current portion o

Exhibit 99.1 CAPITALISATION AND INDEBTEDNESS As of 31 May 2022 (in thousands) Unaudited Capitalization Noble Successor Historical(1) Maersk Drilling Historical Adjusted(2) Pro forma adjustments(3) Topco Pro Forma Combined Current debt (including current portion of non-current debt) Guaranteed/secured $ ? $ 130,175 (5) $ ? $ 130,175 Unguaranteed/unsecured ? ? ? ? Total current debt ? 130,175 ? 130,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation (E

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA FINANCIAL INFORMATION Introduction, Pro Forma Financial Information, Basis of Presentation and Notes Topco is a private limited company incorporated under the laws of England and Wales to be the ultimate parent company of Noble and Maersk Drilling. As of the date of this Exemption Document, Topco has no material assets and does not operate any businesses. According

Noble Corporation 2022 Short-Term Incentive Plan

Exhibit 10.1 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation ?[***]?. NOBLE CORPORATION 2022 Short-Term Incentive Plan (?STIP?) Plan Overview, Terms and Conditions Plan Purpose The success of Noble Co

Financial Statements and Exhibits, Other Events

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

NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028

424B3 1 d381559d424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-255069 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated April 22, 2022) NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 This prospectus supplement is being filed to update and supplement information contained in the prospectus dated April 22, 2022 (as supplemented or amended from time

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 5, 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

Amendment No. 1 to Business Combination Agreement, dated as of August 5, 2022, by and among Noble Corporation plc (formerly known as Noble Finco Limited), Noble Corporation, Noble Newco Sub Limited and The Drilling Company of 1972 A/S was filed as Exhibit 2.1 to Noble Cayman’s Current Report on Form 8-K, filed on August 9, 2022, and is incorporated herein by reference.

Exhibit 2.1 Agreed Form AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT (this ?Amendment?) is made and entered into as of August 5, 2022, by and among Noble Corporation plc (formerly known as Noble Finco Limited), a public limited company formed under the laws of England and Wales and an indirect wholly owned subsidiary of Parent (as def

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 23, 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 F

NOBLE CORPORATION ANNOUNCES AGREEMENT TO DIVEST REMEDY RIGS AND PROVIDES UPDATE ON MERGER CONTROL PROCESS

Exhibit 99.1 Noble Corporation 13135 Dairy Ashford, Suite 800 Sugar Land, Texas 77478 PRESS RELEASE NOBLE CORPORATION ANNOUNCES AGREEMENT TO DIVEST REMEDY RIGS AND PROVIDES UPDATE ON MERGER CONTROL PROCESS SUGAR LAND, TEXAS, June 23, 2022?Noble Corporation (NYSE: NE, ?Noble?, or the ?Company?) announced that it has entered into an asset purchase agreement to sell five jackup rigs for $375 million

Asset Purchase Agreement, dated as of June 23, 2022, by and among Noble Corporation and certain of its subsidiaries, Shelf Drilling (North Sea), Ltd., and Shelf Drilling, Ltd.

Exhibit 2.1 Execution Version Dated 23 June 2022 SELLER PARTIES ? and ? BUYER PARTIES ASSET PURCHASE AGREEMENT for the sale and purchase of the Rigs known as ?NOBLE HANS DEUL?, ?NOBLE HOUSTON COLBERT?, ?NOBLE LLOYD NOBLE?, ?NOBLE SAM HARTLEY? and ?NOBLE SAM TURNER? CONTENTS CLAUSE PAGE 1. INTERPRETATION 4 2. SALE AND PURCHASE 19 3. CONSIDERATION 19 4. DEPOSIT 19 5. CONDITIONS 20 6. PERIOD TO COMPL

NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028

Filed pursuant to Rule 424(b)(3) Registration No. 333-255069 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated April 22, 2022) NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 This prospectus supplement is being filed to update and supplement information contained in the prospectus dated April 22, 2022 (as supplemented or amended from time to time, the ?prospectus?), rel

NOBLE CORPORATION ANNOUNCES SHAREHOLDER APPROVAL FOR BUSINESS COMBINATION

Exhibit 99.1 Noble Corporation 13135 Dairy Ashford, Suite 800 Sugar Land, Texas 77478 PRESS RELEASE NOBLE CORPORATION ANNOUNCES SHAREHOLDER APPROVAL FOR BUSINESS COMBINATION SUGAR LAND, TEXAS, May 10, 2022 - Noble Corporation (NYSE: NE, ?Noble?, or the ?Company?) announced that at the Extraordinary General Meeting of shareholders held today, shareholders approved all proposals related to the previ

NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028

Filed pursuant to Rule 424(b)(3) Registration No. 333-255069 PROSPECTUS SUPPLEMENT NO. (to Prospectus dated April 22, 2022) NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 This prospectus supplement is being filed to update and supplement information contained in the prospectus dated April 22, 2022 (as supplemented or amended from time to time, the ?prospectus?), relat

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 10, 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 fi

NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028

Filed pursuant to Rule 424(b)(3) Registration No. 333-255069 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated April 22, 2022) NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 This prospectus supplement is being filed to update and supplement information contained in the prospectus dated April 22, 2022 (the ?prospectus?), relating to the resale, from time to time, by the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation (

Other Events

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 29, 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

NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028

Filed pursuant to Rule 424(b)(3) Registration No. 333-255069 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated April 22, 2022) NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 This prospectus supplement is being filed to update and supplement information contained in the prospectus dated April 22, 2022 (the ?prospectus?), relating to the resale, from time to time, by the

NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-255069 PROSPECTUS NOBLE FINANCE COMPANY 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 This prospectus relates to the resale, from time to time, by the selling securityholders identified in this prospectus or in a subsequent prospectus supplement of up to $404,867,813 aggregate principal amount (assuming interest is pa

NOBLE FINANCE COMPANY 13135 Dairy Ashford, Suite 800 Sugar Land, Texas 77478 (281) 276-6100

NOBLE FINANCE COMPANY 13135 Dairy Ashford, Suite 800 Sugar Land, Texas 77478 (281) 276-6100 April 20, 2022 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on April 13, 2022 Registration No. 333-255069 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF

Table of Contents As filed with the Securities and Exchange Commission on April 13, 2022 Registration No.

Filing Fees Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Noble Finance Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Fees Previously Paid Debt 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 457(o) ? ? $404,867,813 (1) 0.

List of Guarantor Subsidiaries and Affiliate Securities Pledged as Collateral.

Exhibit 22.1 List of Guarantor Subsidiaries and Affiliate Securities Pledged as Collateral As of the date of the registration statement of which this Exhibit 22.1 is a part, the 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 (the ?Notes?) issued by Noble Finance Company, an exempted company incorporated in the Cayman Islands with limited liability (?Finco?), are fully and unconditionally g

As filed with the Securities and Exchange Commission on March 18, 2022 Registration No. 333-255069 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF

Table of Contents As filed with the Securities and Exchange Commission on March 18, 2022 Registration No.

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, with respect to Trustee under the Indenture.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 91-18

List of Subsidiaries of Noble Finance Company.

Exhibit 21.1 List of Subsidiaries of Noble Finance Company Name State or Other Jurisdiction of Incorporation or Organization Bully 1 (Switzerland) GmbH Switzerland Bully 1 (US) Corporation Delaware Bully 2 (Switzerland) GmbH Switzerland Frontier Driller Cayman, Ltd. Cayman Islands Frontier Driller Kft. Hungary Frontier Driller, Inc. Delaware Frontier Driller, Ltd. Cayman Islands/Luxembourg Maurer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 OR ☐ TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Nobl

Certification of Richard B. Barker, Noble, pursuant to the US Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31.7 Noble Corporation, a Cayman Islands company I, Richard B. Barker, certify that: 1.I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Noble Corporation; and 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which

Certification of Richard B. Barker, Finco, pursuant to the US Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31.8 Noble Finance Company, a Cayman Islands company I, Richard B. Barker, certify that: 1.I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Noble Finance Company; and 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances unde

List of Subsidiaries of Noble and Finco

Exhibit 21.1 NOBLE CORPORATION SUBSIDIARIES (as of December 31, 2021) Name State or other jurisdiction of incorporation or organization Bully 1 (Switzerland) GmbH Switzerland Bully 1 (US) Corporation Delaware Bully 2 (Switzerland) GmbH Switzerland Frontier Driller Cayman, Ltd. Cayman Islands Frontier Driller Kft. Hungary Frontier Driller, Inc. Delaware Frontier Driller, Ltd. Cayman Islands/Luxembo

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation (Exact

Amendment No. 1 to Tranche 2 Warrant Agreement, dated as of December 27, 2021, by and between Noble Corporation and Computershare Inc. and Computershare Trust Company, N.A.

Exhibit 10.60 AMENDMENT NO. 1 TO TRANCHE 2 WARRANT AGREEMENT THIS AMENDMENT NO. 1 to the TRANCHE 2 WARRANT AGREEMENT (this ?Amendment?), dated as of December 27, 2021, is entered into and effectuated pursuant to Section 13 of the Tranche 2 Warrant Agreement, dated as of February 5, 2021 (the ?Agreement?), by and between Noble Corporation, a Cayman Islands exempted company (the ?Company?), and Comp

Amendment No. 1 to Tranche 1 Warrant Agreement, dated as of December 27, 2021, by and between Noble Corporation and Computershare Inc. and Computershare Trust Company, N.A.

Exhibit 10.59 AMENDMENT NO. 1 TO TRANCHE 1 WARRANT AGREEMENT THIS AMENDMENT NO. 1 to the TRANCHE 1 WARRANT AGREEMENT (this ?Amendment?), dated as of December 27, 2021, is entered into and effectuated pursuant to Section 13 of the Tranche 1 Warrant Agreement, dated as of February 5, 2021 (the ?Agreement?), by and between Noble Corporation, a Cayman Islands exempted company (the ?Company?), and Comp

List of Guarantor Subsidiaries and Affiliate Securities Pledged as Collateral (filed as Exhibit 22.1 to Noble’s Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference).

Exhibit 22.1 List of Guarantor Subsidiaries and Affiliate Securities Pledged as Collateral As of December 31, 2021, the 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 (the ?Notes?) issued by Noble Finance Company, an exempted company incorporated in the Cayman Islands with limited liability (?Finco?), are fully and unconditionally guaranteed by each of the following wholly-owned subsidiari

List of Guarantor Subsidiaries and Affiliate Securities Pledged as Collateral.

Exhibit 22.1 List of Guarantor Subsidiaries and Affiliate Securities Pledged as Collateral As of the date of the registration statement of which this Exhibit 22.1 is a part, the 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 (the ?Notes?) issued by Noble Finance Company, an exempted company incorporated in the Cayman Islands with limited liability (?Finco?), are fully and unconditionally g

Supplemental Indenture, dated as of December 17, 2021, among Pacific Drilling S.A., as guarantor, and U.S. Bank National Association, a national banking association, as collateral agent and trustee (filed as Exhibit 4.2 to Amendment No. 2 to Finco’s Registration Statement on Form S-1/A dated December 22, 2021 (No. 333-255069) and incorporated herein by reference).

Exhibit 4.2 Execution Version SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of December 17, 2021, among Pacific Drilling S.A. a Luxembourg public limited liability company (soci?t? anonyme) established and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 25B, Boulevard Royal,

Consent of Maples and Calder (Luxembourg) SARL (included as part of Exhibit 5.7).

Exhibit 5.7 To the Addressees named in Schedule 1 (the ?Addressees?) 22 December 2021 Pacific Drilling S.A. We have been requested to give this opinion (the ?Opinion?) to the Addressees as Luxembourg law special counsel of Pacific Drilling S.A., a Luxembourg public limited liability company (soci?t? anonyme), having its registered office at 25B, Boulevard Royal, L-2449 Luxembourg , Grand Duchy of

List of Subsidiaries of Noble Finance Company.

Exhibit 21.1 List of Subsidiaries of Noble Finance Company Name State or Other Jurisdiction of Incorporation or Organization Bully 1 (Switzerland) GmbH Switzerland Bully 1 (US) Corporation Delaware Bully 2 (Switzerland) GmbH Switzerland Frontier Driller Cayman, Ltd. Cayman Islands Frontier Driller Kft. Hungary Frontier Driller, Inc. Delaware Frontier Driller, Ltd. Cayman Islands/Luxemburg Maurer T

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, with respect to Trustee under the Indenture.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 (I.R.S. E

As filed with the Securities and Exchange Commission on December 22, 2021 Registration No. 333-255069 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

Table of Contents As filed with the Securities and Exchange Commission on December 22, 2021 Registration No.

Articles of Association of Pacific Drilling S.A.

Exhibit 3.44 Registre de Commerce et des Soci?t?s Num?ro RCS : B159658 R?f?rence de d?p?t : L210244977 D?pos? et enregistr? le 18/11/2021 STATUTS COORDONNES Pacific Drilling S.A. Soci?t? anonyme R.C.S Luxembourg: B 159.658 1 STATUTS COORDONNES Pacific Drilling S.A. Soci?t? anonyme R.C.S Luxembourg: B 159.658 S T A T U T S C O O R D O N N E S du 27 octobre 2021 tels qu?ils r?sultent des actes suiva

Noble Corporation Summary of Director Compensation.

Exhibit 10.1 Noble Corporation Summary of Director Compensation Annual Retainer. Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), pays its non-executive board chairman an annual retainer of $150,000, and each of its non-employee directors an annual retainer of $100,000, paid quarterly in advance. Supplemental Retainer. The Company pa

Amendment No. 1 to Purchase and Sale Agreement, dated as of October 15, 2021, by and among Noble Finance Company, Noble Drilling (TVL) Ltd., Noble SA Limited, Noble Rig Holding I Limited, Noble Rig Holding 2 Limited, Noble Drilling Arabia Co. Ltd., ADES International Holding Limited and ADES Saudi Limited Company (filed as Exhibit 2.7 to Noble’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference).

Exhibit 2.7 AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT THIS AMENDMENT NO. 1 (this ?Amendment?) made as of October 15, 2021, by and between NOBLE FINANCE COMPANY, an exempted company incorporated in the Cayman Islands with limited liability and registration number 115769 having its office at 13135 Dairy Ashford, Suite 800, Sugar Land, Texas 77478 (?Seller Parent?), NOBLE DRILLING (TVL) LTD., an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporati

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 25, 2021 NOBLE CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-36211 98-1575532 (State or other jurisdiction of incorporation) (Commission

Purchase and Sale Agreement, dated as of August 25, 2021, by and among Noble Finance Company, Noble Drilling (TVL) Ltd., Noble SA Limited, Noble Rig Holding I Limited, Noble Rig Holding 2 Limited, Noble Drilling Arabia Co. Ltd. and ADES International Holding Limited.

EX-2.1 2 d221300dex21.htm EX-2.1 Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into effective as of this 25th day of August, 2021 (the “Execution Date”), by and between NOBLE FINANCE COMPANY, an exempted company incorporated in the Cayman Islands with limited liability and registration number 115769 having its offi

NOBLE CORPORATION ANNOUNCES DIVESTMENT OF FOUR JACKUPS IN SAUDI ARABIA, RESULTING UPDATED 2021 GUIDANCE AND PRELIMINARY 2022

EX-99.1 3 d221300dex991.htm EX-99.1 Exhibit 99.1 Noble Corporation 13135 Dairy Ashford, Suite 800 Sugar Land, Texas 77478 PRESS RELEASE NOBLE CORPORATION ANNOUNCES DIVESTMENT OF FOUR JACKUPS IN SAUDI ARABIA, RESULTING UPDATED 2021 GUIDANCE AND PRELIMINARY 2022 GUIDANCE • Sales price of $292 million • Guidance updated for 2021 and preliminary guidance provided for 2022 • Better positions Company to

Amended and Restated Noble Corporation 2021 Short-Term Incentive Plan (filed as Exhibit 10.2 to Noble’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference).

EX-10.2 2 exhibit102-amendedandresta.htm EX-10.2 Exhibit 10.2 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation “[***]”. NOBLE CORPORATION 2021 Short-Term Incentive Plan (“STIP”) Plan Overview, Terms an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation (E

As filed with the Securities and Exchange Commission on June 23, 2021

Table of Contents As filed with the Securities and Exchange Commission on June 23, 2021 Registration No.

Form of Performance-Vested Restricted Stock Unit Award (CEO) under the Noble Corporation 2021 Long-Term Incentive Plan (filed as Exhibit 10.18 to Noble’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference).

Form of Performance-Vested RSU Award ? CEO Exhibit 10.18 NOBLE CORPORATION PERFORMANCE-VESTED RESTRICTED STOCK UNIT AWARD Emergence Grant THIS INSTRUMENT (this ?Instrument?), made effective as of the 19th day of February, 2021 (the ?Effective Date?), by Noble Corporation, a company incorporated under the laws of the Cayman Islands (the ?Company?) evidences the performance-vested Restricted Stock U

Noble Corporation Summary of Director Compensation (filed as Exhibit 10.22 to Noble’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference).

Exhibit 10.22 Noble Corporation Summary of Director Compensation Annual Retainer. Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), pays its non-executive board chairman an annual retainer of $150,000, and each of its non-employee directors an annual retainer of $100,000, paid quarterly in advance. Committee Fees. The chair of the aud

Form of Time-Vested Restricted Stock Unit Award (Officers) under the Noble Corporation 2021 Long-Term Incentive Plan (filed as Exhibit 10.16 to Noble’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference).

EX-10.16 2 exhibit1016-noble2021tvrsu.htm EX-10.16 Time-Vested RSU Form - Officers Exhibit 10.16 TIME-VESTED RESTRICTED STOCK UNIT AWARD Emergence Grant THIS INSTRUMENT (this “Instrument”), made effective as of the 19th day of February, 2021 (the “Effective Date”) by Noble Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”) evidences the time-vested Restricted

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation (

Form of Performance-Vested Restricted Stock Unit Award (Non-CEO) under the Noble Corporation 2021 Long-Term Incentive Plan (filed as Exhibit 10.19 to Noble’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference).

Form of Performance-Vested RSU Award ? Non-CEO Exhibit 10.19 NOBLE CORPORATION PERFORMANCE-VESTED RESTRICTED STOCK UNIT AWARD Emergence Grant THIS INSTRUMENT (this ?Instrument?), made effective as of the 19th day of February, 2021 (the ?Effective Date?), by Noble Corporation, a company incorporated under the laws of the Cayman Islands (the ?Company?) evidences the performance-vested Restricted Sto

Form of Director Restricted Stock Unit Award under the Noble Corporation 2021 Long-Term Incentive Plan (filed as Exhibit 10.20 to Noble’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference).

Exhibit 10.20 NOBLE CORPORATION DIRECTOR RESTRICTED STOCK UNIT AWARD THIS INSTRUMENT (this “Instrument”), made effective as of the [●]th day of February, 2021 (the “Effective Date”) by Noble Corporation, a company organized under the laws of the Cayman Islands (the “Company”) evidences the Restricted Stock Units (as defined in the Plan) awarded hereunder to (“Director”) and sets forth the restrict

Form of Time-Vested Restricted Stock Unit Award (Non-Officers) under the Noble Corporation 2021 Long-Term Incentive Plan (filed as Exhibit 10.17 to Noble’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference).

Time-Vested RSU Form ? Non-Officers Exhibit 10.17 NOBLE CORPORATION TIME-VESTED RESTRICTED STOCK UNIT AWARD Emergence Grant THIS INSTRUMENT (this ?Instrument?), made effective as of the 19th day of February, 2021 (the ?Effective Date?) by Noble Corporation, a company incorporated under the laws of the Cayman Islands (the ?Company?) evidences the time-vested Restricted Stock Units (as defined in th

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Nobl

Certification of Richard B. Barker, Finco, pursuant to the US Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31.8 Noble Finance Company, a Cayman Islands company I, Richard B. Barker, certify that: 1.I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Noble Finance Company; and 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances unde

Memorandum and Articles of Association of Noble Finance Company, as amended by shareholder resolutions (filed as Exhibit 3.2 to Noble’s Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended December 31, 2020 and incorporated herein by reference).

EX-3.2 2 exhibit32-memorandumandart.htm EX-3.2 EXHIBIT 3.2 Noble Finance Company (the “Company”) UNANIMOUS WRITTEN RESOLUTIONS OF THE SOLE SHAREHOLDER OF THE COMPANY 1.1 WHEREAS, on July 31, 2020, Noble Holding Corporation plc (formerly known as Noble Corporation plc), Noble Corporation Holdings Ltd, Noble Corporation, Noble FDR Holdings Limited, Noble Holding International Limited, Noble Holding

Certification of Richard B. Barker, Noble, pursuant to the US Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).

EXHIBIT 31.7 Noble Corporation, a Cayman Islands company I, Richard B. Barker, certify that: 1.I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Noble Corporation; and 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which

Consent of Simonsen Vogt Wiig AS (included as part of Exhibit 5.5).

Exhibit 5.5 To: Noble Finance Company From: Advokatfirmaet Simonsen Vogt Wiig AS Lawyer in charge: Our ref.: Stavanger Gunnar Espeland 87638 501 GES/GES 6 April 2021 Re: Noble Finance Company ? Form S1 1 Introduction We have acted as Norwegian legal counsel in connection Noble Drilling (Norway) AS?s involvement with Noble Drilling (Norway) AS involvement with Noble Corporation plc US chapter 11 re

Consent of Arab Law Bureau L.L.P. (included as part of Exhibit 5.6).

Exhibit 5.6 To: Noble Finance Company Noble Drilling Doha LLC 6 April 2021 Dear Sirs, Registration Statement on Form S-1 - Noble Drilling Doha LLC We have been instructed by Noble Finance Company to provide a legal opinion in connection with filing of a Registration Statement on Form S-1 with respect to the provision of a guarantee by Noble Drilling Doha LLC (Noble Qatar) under the 11%/ 13%/ 15% S

Memorandum and Articles of Association of Noble Cayman SCS Holding Ltd, as amended by shareholder resolutions.

Exhibit 3.9 Noble Cayman SCS Holding Ltd (the ?Company?) UNANIMOUS WRITTEN RESOLUTIONS OF THE SOLE SHAREHOLDER OF THE COMPANY 1.55 WHEREAS, on July 31, 2020, Noble Holding Corporation plc (formerly known as Noble Corporation plc), Noble Corporation Holdings Ltd, Noble Corporation, Noble FDR Holdings Limited, Noble Holding International Limited, Noble Holding (U.S.) LLC, and Noble International Fin

Memorandum and Articles of Association of Noble SA Limited, as amended by shareholder resolutions.

Exhibit 3.39 Noble SA Limited (the ?Company?) UNANIMOUS WRITTEN RESOLUTIONS OF THE SOLE SHAREHOLDER OF THE COMPANY 1.28 WHEREAS, on July 31, 2020, Noble Holding Corporation plc (formerly known as Noble Corporation plc), Noble Corporation Holdings Ltd, Noble Corporation, Noble FDR Holdings Limited, Noble Holding International Limited, Noble Holding (U.S.) LLC, and Noble International Finance Compan

Articles of Incorporation of Noble Leasing (Switzerland) GmbH.

Exhibit 3.30 13. JAN. 2021 Articles of Incorporation of Noble Leasing (Switzerland) GmbH (Noble Leasing (Switzerland) S?rl) (Noble Leasing (Switzerland) LLC) with registered office in Baar I. General Provisions Article 1: Corporate Name, Registered Office, Duration Under the corporate name Noble Leasing (Switzerland) GmbH (Noble Leasing (Switzerland) S?rl) (Noble Leasing (Switzerland) LLC) a limit

Certificate of Registration of Noble Drilling (Norway) AS.

EX-3.15 12 d117872dex315.htm EX-3.15 Exhibit 3.15 CERTIFICATE OF GOOD STANDING Date 2021-01-27 NOBLE DRILLING (NORWAY) AS, organisation number 981 657 322 Type of company: Limited company Date of incorporation: 29 February 2000 Country: NORWAY We hereby certify that the company is registered in the Register of Business Enterprises in accordance with the Business Enterprise Registration Act. In acc

Certificate of Formation and Conversion of Noble Drilling Services LLC (f/k/a Noble Drilling Services Inc.).

Exhibit 3.24 CERTIFICATE OF INCORPORATION OF NOBLE DRILLING MANAGEMENT INC. FIRST: The name of the corporation is NOBLE DRILLING MANAGEMENT INC. SECOND: The registered office of the corporation in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the registered agent of the corporation at such address is The Corporation Trust Company. THIRD: T

Limited Liability Company Agreement of Noble Drilling Services LLC (f/k/a Noble Drilling Services Inc.), as amended by Amendment No. 1 thereto.

Exhibit 3.25 AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF NOBLE DRILLING SERVICES LLC A Delaware Limited Liability Company This AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF NOBLE DRILLING SERVICES LLC (this ?Amendment?), effective as of February 5, 2021 (the ?Effective Date?), is entered into by NDSI Holding Limited, a Cayman Islands exempted company limited by shares (th

Consent of Pestalozzi Rechtsanwälte AG (included as part of Exhibit 5.3).

Exhibit 5.3 To: Noble and the Companies (as defined below) (the ?Addressees?) Oliver Widmer Rechtsanwalt, M.Sc. Eingetragen im Anwaltsregister des Kantons Z?rich +41 44 217 92 42 [email protected] Zurich, 6 April 2021 Registration Statement on Form S-1 - Legal Opinion of Swiss Counsel Dear Sirs, We have acted as special legal counsel as to matters of Swiss law to Swiss Noble entities

Consent of Hughes, Fields & Stoby (included as part of Exhibit 5.4).

Exhibit 5.4 HUGHES, FIELDS & STOBY ATTORNEYS-AT-LAW Patent and Trademark Agents Est: 1972 April 6, 2021. Noble Finance Company Noble Drilling (Guyana) Inc. Ladies and Gentlemen: This opinion is being delivered to you in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) filed with the U.S. Securities and Exchange Commission in connection with the resale of certai

Powers of Attorney (included on the signature pages of the initial filing of the Registration Statement).

Table of Contents As filed with the Securities and Exchange Commission on April 6, 2021 Registration No.

Certificate of Formation of Noble BD LLC (f/k/a Noble Bob Douglas LLC), as amended.

Exhibit 3.6 CERTIFICATE OF FORMATION of NOBLE BOB DOUGLAS LLC February 17, 2017 The undersigned authorized person hereby adopts the following Certificate of Formation for the purposes of forming a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. ? 18-101, et seq.). ARTICLE I The name of the limited liability company is Noble Bob Douglas LLC (the ?Company?

Certificate of Incorporation of Noble Services International Limited.

Exhibit 3.42 MC?274815 Certificate Of Incorporation I, MELANIE E. RIVERS?WOODS Assisiant Registrar of Companies of the Cayman Islands DO HEREBY CERTIFY, pursuant to the Companies Law CAP. 22, that all requirements of the said Law in respect of registration were complied with by Noble Services International Limited an Exempted Company incorporated in the Cayman Islands with Limited Liability with e

Certificate of Formation of Noble Services Company LLC.

Exhibit 3.40 CERTIFICATE OF FORMATION of NOBLE SERVICES COMPANY LLC October 2, 2020 The undersigned authorized person hereby adopts the following Certificate of Formation for the purposes of forming a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del C. ?18-101, et seq.). ARTICLE I The name of the limited liability company is Noble Services Company LLC (the ?C

Certificate of Incorporation of Noble Rig Holding I Limited.

Exhibit 3.36 MC-341232 Certificate Of Incorporation I, D. EVADNE EBANKS Assistant Registrar of Companies of the Cayman Islands DO HEREBY CERTIFY, pursuant to the Companies Law CAP. 22, that all requirements of the said Law in respect of registration were complied with by Noble Rig Holding I Limited an Exempted Company incorporated in the Cayman Islands with Limited Liability with effect from the 1

Certification of Incorporation of Noble Drilling (TVL) Ltd.

Exhibit 3.18 CR-79496 Certificate of Incorporation I, ANTHONY IAN GODDARD Assistant Registrar of Companies of the Cayman Islands DO HEREBY CERTIFY, pursuant to the Companies Law (Revised), that all the requirements of the said Law in respect of registration were complied with by NOBLE DRILLING (TVL) LTD. an Exempted Company incorporated in the Cayman Islands with Limited Liability with effect from

Amended and Restated Memorandum and Articles of Association of Noble Drilling (TVL) Ltd., as amended by shareholder resolutions.

EX-3.19 16 d117872dex319.htm EX-3.19 Exhibit 3.19 Noble Drilling (TVL) Ltd. (the “Company”) UNANIMOUS WRITTEN RESOLUTIONS OF THE SOLE SHAREHOLDER OF THE COMPANY 1.37 WHEREAS, on July 31, 2020, Noble Holding Corporation plc (formerly known as Noble Corporation plc), Noble Corporation Holdings Ltd, Noble Corporation, Noble FDR Holdings Limited, Noble Holding International Limited, Noble Holding (U.S

Articles of Incorporation of Noble Drilling International GmbH.

Exhibit 3.23 Articles of Incorporation of Noble Drilling International GmbH (Noble Drilling International S?rl) (Noble Drilling International LLC) with registered office in Baar I. General Provisions Article 1: Corporate Name, Registered Office, Duration Under the corporate name Noble Drilling International GmbH (Noble Drilling International S?rl) (Noble Drilling International LLC) a limited liabi

Articles of Incorporation of Bully 1 (Switzerland) GmbH.

Exhibit 3.5 Articles of Incorporation of Bully 1 (Switzerland) GmbH (Bully 1 (Switzerland) S?rl) (Bully 1 (Switzerland) LLC) with registered office in Baar I. General Provisions Article 1: Corporate Name, Registered Office, Duration Under the corporate name Bully 1 (Switzerland) GmbH (Bully 1 (Switzerland) S?rl) (Bully 1 (Switzerland) LLC) a limited liability company (the ?Company?) exists pursuan

Articles of Amendment of Noble Drilling (Guyana) Inc.

EX-3.14 11 d117872dex314.htm EX-3.14 Exhibit 3.14 THE COMPANIES ACT OF GUYANA NO. 29 OF 1991 ARTICLES OF AMENDMENT OF NOBLE DRILLING (GUYANA) INC. NOTICE OF BY-LAWS 1. Name of Company: NOBLE DRILLING (GUYANA) INC. 2. Company No: 9061 Notice is given that the Board of Directors have met, approved and adopted the attached Amended By-Laws of the Company Date: 23rd day of January, 2021 Name Address Si

Deed of Incorporation of Noble Drilling Doha LLC.

EX-3.22 19 d117872dex322.htm EX-3.22 Exhibit 3.22 DEED OF INCORPORATION NOBLE DRILLING DOHA “LIMITED LIABILITY COMPANY” THIS MEMORANDUM is made this day / / 1436 AH corresponding to 10/10 /2016G. BETWEEN: 1. DYARCO INTERNATIONAL GROUP W.L.L. a limited liability company incorporated and existing under the laws of the State of Qatar with commercial registration number 14895 and having its registered

Certificate of Incorporation of Noble International Finance Company.

Exhibit 3.28 CR-75707 Certificate of Incorporation I, CINDY YVONNE JEFFERSON Deputy Registrar of Companies of the Cayman Islands DO HEREBY CERTIFY, pursuant to the Companies Law (Revised), that all the requirements of the said Law in respect of registration were complied with by NOBLE INTERNATIONAL FINANCE COMPANY an Exempted Company incorporated in the Cayman Islands with Limited Liability with e

Second Amended and Restated Limited Liability Company Agreement of Noble BD LLC, as amended by Amendment No. 1 thereto.

Exhibit 3.7 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NOBLE BD LLC A Delaware Limited Liability Company This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NOBLE BD LLC (this ?Amendment?) effective as of February 2, 2021 (the ?Effective Date?), is being executed by Noble NBD Cayman LP, a Cayman Islands exempted limi

Amended and Restated Limited Liability Company Agreement of Noble Services Company LLC, as amended by the amendment thereto.

Exhibit 3.41 AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NOBLE SERVICES COMPANY LLC A Delaware Limited Liability Company This AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NOBLE SERVICES COMPANY LLC (this ?Amendment?), effective as of February 3, 2021 (the ?Effective Date?), is entered into by Noble Drilling (U.S.) LLC, a Delaware limited lia

Amended and Restated Limited Liability Company Agreement of Noble DT LLC, as amended by Amendment No. 1 thereto.

Exhibit 3.27 AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NOBLE DT LLC A Delaware Limited Liability Company This AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NOBLE DT LLC (this ?Amendment?) effective as of February 2, 2021 (the ?Effective Date?), is being executed by Noble Boudreaux Limited, a Cayman Islands exempted company limit

Second Amended and Restated Limited Liability Company Agreement of Noble Drilling (U.S.) LLC.

Exhibit 3.21 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NOBLE DRILLING (U.S.) LLC A Delaware Limited Liability Company This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NOBLE DRILLING (U.S.) LLC (this “Agreement”), effective as of February 3, 2021 (the “Effective Date”), is executed by Noble Drilling Services Inc., a Delaware corporation, as the sole m

Certificate of Formation and Conversion of Noble Drilling (U.S.) LLC.

Exhibit 3.20 CERTIFICATE OF INCORPORATION OF NOBLE DRILLING (U.S.) INC. FIRST: The name of the corporation is NOBLE DRILLING (U.S.) INC. SECOND: The registered office of the corporation in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the registered agent of the corporation at such address is The Corporation Trust Company. THIRD: The purpo

Articles of Incorporation for Noble Drilling (Norway) AS.

Exhibit 3.16 ARTICLES OF INCORPORATION FOR NOBLE DRILLING (NORWAY) AS On 2000 founding convention for Noble Drilling (Norway) AS took place in Esbjerg, Denmark. 1. Founders Present as the founder was Noble Drilling (Denmark) Holding ApS Address: Dokvej 1. 6700 Esbjerg, Denmark. 2. The company?s articles of association ? 1 The company?s name is Noble Drilling (Norway) AS. ? 2 The company shall have

Certificate of Incorporation of Noble Drilling (Guyana) Inc.

Exhibit 3.11 Company No. 9061 COMPANIES ACT OF GUYANA CERTIFICATE OF INCORPORATION “NOBLE DRILLING (GUYANA) INC.” I hereby certify that the above-mentioned Company, Articles of Incorporation of which are attached, was incorporated under the Companies Act of Guyana on the 30th day of November, 2017. Dep. Registrar of Companies (Ag) Dated this 04th day of December, 2017 REGISTRAR OF COMPANIES GUYANA

List of Subsidiaries of Noble Finance Company.

Exhibit 21.1 List of Subsidiaries of Noble Finance Company Name State or Other Jurisdiction of Incorporation or Organization Bully 1 (Switzerland) GmbH Switzerland Bully 1 (US) Corporation Delaware Bully 2 (Switzerland) GmbH Switzerland Frontier Driller Cayman, Ltd. Cayman Islands Frontier Driller Kft. Hungary Frontier Driller, Inc. Delaware Frontier Driller, Ltd. Cayman Islands/Luxemburg Maurer T

List of Guarantor Subsidiaries and Affiliate Securities Pledged as Collateral (filed as Exhibit 22.1 to Finco’s Registration Statement on Form S-1 (Registration No. 333-255069) and incorporated herein by reference).

Exhibit 22.1 List of Guarantor Subsidiaries and Affiliate Securities Pledged as Collateral As of the date of the registration statement of which this Exhibit 22.1 is a part, the 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 (the ?Notes?) issued by Noble Finance Company, an exempted company incorporated in the Cayman Islands with limited liability (?Finco?), are fully and unconditionally g

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, with respect to Trustee under the Indenture.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 (I.R.S. E

Amended and Restated Memorandum and Articles of Association of Noble Services International Limited, as amended by shareholder resolutions.

Exhibit 3.43 Noble Services International Limited (the ?Company?) UNANIMOUS WRITTEN RESOLUTIONS OF THE SOLE SHAREHOLDER OF THE COMPANY 1.46 WHEREAS, on July 31, 2020, Noble Holding Corporation plc (formerly known as Noble Corporation plc), Noble Corporation Holdings Ltd, Noble Corporation, Noble FDR Holdings Limited, Noble Holding International Limited, Noble Holding (U.S.) LLC, and Noble Internat

Certificate of Incorporation of Noble Cayman SCS Holding Ltd.

Exhibit 3.8 MC-318898 Certificate Of Incorporation I, JOY A. RANKINE Assistant Registrar of Companies of the Cayman Islands DO HEREBY CERTIFY, pursuant to the Companies Law CAP. 22, that all requirements of the said Law in respect of registration were complied with by Noble Cayman SCS Holding Ltd an Exempted Company incorporated in the Cayman Islands with Limited Liability with effect from the 19t

Certificate of Incorporation of Noble Rig Holding 2 Limited.

Exhibit 3.34 MC-345555 Certificate Of Incorporation I, TASHEKA EBANKS Acting Assistant Registrar of Companies of the Cayman Islands DO HEREBY CERTIFY, pursuant to the Companies Law CAP. 22, that all requirements of the said Law in respect of registration were complied with by Noble Rig Holding 2 Limited an Exempted Company incorporated in the Cayman Islands with Limited Liability with effect from

Memorandum and Articles of Association of Noble Resources Limited, as amended by shareholder resolutions.

Exhibit 3.33 Noble Resources Limited (the ?Company?) UNANIMOUS WRITTEN RESOLUTIONS OF THE SOLE SHAREHOLDER OF THE COMPANY 1.73 WHEREAS, on July 31, 2020, Noble Holding Corporation plc (formerly known as Noble Corporation plc), Noble Corporation Holdings Ltd, Noble Corporation, Noble FDR Holdings Limited, Noble Holding International Limited, Noble Holding (U.S.) LLC, and Noble International Finance

Certificate of Incorporation of Noble Resources Limited.

Exhibit 3.32 MC-274795 Certificate Of Incorporation I, V. DAPHENE WHITELOCKE Assistant Registrar of Companies of the Cayman Islands DO HEREBY CERTIFY, pursuant to the Companies Law CAP. 22, that all requirements of the said Law in respect of registration were complied with by Noble Resources Limited an Exempted Company incorporated in the Cayman Islands with Limited Liability with effect from the

Amended and Restated Memorandum and Articles of Association of Noble International Finance Company, as amended by shareholder resolutions.

Exhibit 3.29 Noble International Finance Company (the ?Company?) UNANIMOUS WRITTEN RESOLUTIONS OF THE SOLE SHAREHOLDER OF THE COMPANY 1.64 WHEREAS, on July 31, 2020, Noble Holding Corporation plc (formerly known as Noble Corporation plc), Noble Corporation Holdings Ltd, Noble Corporation, Noble FDR Holdings Limited, Noble Holding International Limited, Noble Holding (U.S.) LLC, and the Company and

Articles of Incorporation of Noble Drilling (Guyana) Inc.

Exhibit 3.12 GUYANA COUNTY OF DEMERARA THE COMPANIES ACT 1991 PRIVATE LIMITED LIABILITY COMPANY WITH SHARE CAPITAL ARTICLES OF INCORPORATION OF “Noble Drilling (Guyana) Inc.” NAME OF COMPANY: COMPANY NO: 9061 “Noble Drilling (Guyana) Inc.” CLASSES AND MAXIMUM NUMBER OF SHARES: ONE THOUSAND (1,000.00) ORDINARY SHARES DIVIDED INTO THE VALUE OF $1 (ONE DOLLAR) PER SHARE. RESTRICTION OF SHARE TRANSFER

By Laws of Noble Drilling (Guyana) Inc.

Exhibit 3.13 Republic of Guyana County of Demerara COMPANIES ACT OF GUYANA BY LAWS OF ?NOBLE DRILLING (GUYANA) INC.? BE IT ENACTED as the general articles or by-laws of ?NOBLE DRILLING (GUYANA) INC.? (hereinafter called the ?Company?) as follows: 1. INTERPRETATION 1.1 In these articles or by-laws and all other articles or by-laws of the Company, unless the context otherwise requires: (a) ?Act? mea

Articles of Association for Noble Drilling (Norway) AS.

Exhibit 3.17 ARTICLES OF ASSOCIATION FOR NOBLE DRILLING (NORWAY) AS (Up-to-date as of 9 September 2020) ? 1 The company?s name is Noble Drilling (Norway) AS. ? 2 The company shall have it?s registered office in Stavanger municipality. ? 3 The company?s business activity shall consist of well service for rigs (offshore) hired out on contract to Gulf of Mexico, the North Sea and/or other places in t

Articles of Incorporation of Noble Contracting II GmbH.

Exhibit 3.10 Articles of Incorporation of Noble Contracting II GmbH (Noble Contracting II S?rl) (Noble Contracting II LLC) with registered office in Baar I. General Provisions Article 1: Corporate Name, Registered Office, Duration Under the corporate name Noble Contracting II GmbH (Noble Contracting II S?rl) (Noble Contracting II LLC) a limited liability company (the ?Company?) exists pursuant to

Certificate of Formation of Noble DT LLC.

Exhibit 3.26 CERTIFICATE OF FORMATION of NOBLE DT LLC September 27, 2019 The undersigned authorized person hereby adopts the following Certificate of Formation for the purposes of forming a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. ?18-101, et seq.). ARTICLE I The name of the limited liability company is Noble DT LLC (the ?Company?). ARTICLE II The

Articles of Incorporation of Noble Leasing III (Switzerland) GmbH.

Exhibit 3.31 Articles of Incorporation of Noble Leasing III (Switzerland) GmbH (Noble Leasing III (Switzerland) S?rl) (Noble Leasing III (Switzerland) LLC) with registered office in Baar I. General Provisions Article 1: Corporate Name, Registered Office, Duration Under the corporate name Noble Leasing III (Switzerland) GmbH (Noble Leasing III (Switzerland) S?rl) (Noble Leasing III (Switzerland) LL

Memorandum and Articles of Association of Noble Rig Holding 2 Limited, as amended by shareholder resolutions.

Exhibit 3.35 Noble Rig Holding 2 Limited (the ?Company?) UNANIMOUS WRITTEN RESOLUTIONS OF THE SOLE SHAREHOLDER OF THE COMPANY 1.19 WHEREAS, on July 31, 2020, Noble Holding Corporation plc (formerly known as Noble Corporation plc), Noble Corporation Holdings Ltd, Noble Corporation, Noble FDR Holdings Limited, Noble Holding International Limited, Noble Holding (U.S.) LLC, and Noble International Fin

Memorandum and Articles of Association of Noble Rig Holding I Limited, as amended by shareholder resolutions.

EX-3.37 34 d117872dex337.htm EX-3.37 Exhibit 3.37 Noble Rig Holding I Limited (the “Company”) UNANIMOUS WRITTEN RESOLUTIONS OF THE SOLE SHAREHOLDER OF THE COMPANY 1.10 WHEREAS, on July 31, 2020, Noble Holding Corporation plc (formerly known as Noble Corporation plc), Noble Corporation Holdings Ltd, Noble Corporation, Noble FDR Holdings Limited, Noble Holding International Limited, Noble Holding (U

Certificate of Incorporation of Noble SA Limited.

Exhibit 3.38 MC-318246 Certificate Of Incorporation I, JOY A. RANKINE Assistant Registrar of Companies of the Cayman Islands DO HEREBY CERTIFY, pursuant to the Companies Law CAP. 22, that all requirements of the said Law in respect of registration were complied with by Noble SA Limited an Exempted Company incorporated in the Cayman Islands with Limited Liability with effect from the 28th day of De

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation (Exact

List of Guarantor Subsidiaries

Exhibit 22 List of Guarantor Subsidiaries As of December 31, 2020, Noble Finance Company (formerly known as Noble Corporation), an exempted company incorporated in the Cayman Islands with limited liability (?Finco?) and a wholly-owned subsidiary of Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (?Noble?), was the full and unconditional guarantor of

Subsidiaries of Noble and Finco

Exhibit 21.1 NOBLE CORPORATION SUBSIDIARIES (as of February 25, 2021) Name Country of incorporation Bully 1 (Switzerland) GmbH Switzerland Bully 1 (US) Corporation Delaware Bully 2 (Switzerland) GmbH Switzerland Frontier Driller Cayman, Ltd. Cayman Islands Frontier Driller Kft. Hungary Frontier Driller, Inc. Delaware Frontier Driller, Ltd. Cayman Islands/Luxemburg Maurer Technology LLC (fka Maurer

- POSASR

POSASR 1 d111074dposasr.htm POSASR As filed with the Securities and Exchange Commission on February 8, 2021 Registration No. 333-228168 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-228168 UNDER THE SECURITIES ACT OF 1933 NOBLE FINANCE COMPANY* NOBLE HOLDING INTERNATIONAL LIMITED (Exact name of each

NOBLE HOLDING CORPORATION PLC SUCCESSFULLY COMPLETES BALANCE SHEET RESTRUCTURING AND EMERGES FROM CHAPTER 11

EX-99.2 Exhibit 99.2 Noble Holding Corporation plc 13135 Dairy Ashford, Suite 800 Sugar Land, Texas 77478 PRESS RELEASE NOBLE HOLDING CORPORATION PLC SUCCESSFULLY COMPLETES BALANCE SHEET RESTRUCTURING AND EMERGES FROM CHAPTER 11 • Strong financial foundation with approximately $600 million of liquidity and less than $400 million of debt • Contract backlog of over $1.5 billion, spread across high-s

Form of Indemnification Agreement, by and between Noble Corporation and its officers and directors (filed as Exhibit 10.11 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).

Exhibit 10.11 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of [FULL DATE], by and between Noble Corporation, a Cayman Islands exempted company (the “Company”), and [NAME OF INDEMNITEE] (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee

Executive Employment Agreement, dated as of February 5, 2021, by and between Noble Services Company LLC and Robert Eifler (including the Deed of Guaranty of Noble Corporation attached thereto) (filed as Exhibit 10.8 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).

EX-10.8 Exhibit 10.8 EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is made and effective as of February 5, 2021 (the “Effective Date”), by and between Noble Services Company LLC, a Delaware limited liability company (the “Company”), and Robert Eifler (the “Executive”). WITNESSETH: WHEREAS, the Company desires to continue to employ the Executive and to enter into this

Penny Warrant Agreement, dated as of February 5, 2021, by and between Noble Corporation and Computershare Inc. and Computershare Trust Company, N.A. (filed as Exhibit 10.5 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).

EX-10.5 Exhibit 10.5 Execution Version ORDINARY SHARE PURCHASE WARRANT AGREEMENT This ORDINARY SHARE PURCHASE WARRANT AGREEMENT (this “Agreement”), dated as of February 5, 2021 (the “Effective Date”), is entered into by and between Noble Corporation, a Cayman Islands exempted company (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and Computershare Trust Company,

Senior Secured Revolving Credit Agreement, dated as of February 5, 2021, by and among Noble Finance Company and Noble International Finance Company, as borrowers, the lenders and issuing banks party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and security trustee (filed as Exhibit 10.1 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).

EX-10.1 Exhibit 10.1 Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. SENIOR SECURED REVOLVING CREDIT AGREEMENT Dated as of February 5, 2021 among NOBLE FINANCE COMPANY, as the Company and a Borrower, NOBLE INTERNATIONAL FINANCE COMPANY and CERTAIN ADDITIONAL SUBSIDIARI

Relationship Agreement, dated as of February 5, 2021, by and between Noble Corporation, the Investors and certain of the former holders of the Legacy Notes (filed as Exhibit 10.12 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).

EX-10.12 Exhibit 10.12 Execution version DATED 5 February 2021 RELATIONSHIP AGREEMENT between NOBLE CORPORATION and THE INVESTORS SET FORTH ON SCHEDULE 1 HERETO and THE LEGACY NOTEHOLDERS ON SCHEDULE 2 HERETO CONTENTS CLAUSE 1. Interpretation 3 2. Entry into force 5 3. Commencement and duration 5 4. Undertakings 5 5. Termination 6 6. Status of this Agreement 6 7. Assignment 7 8. Entire agreement 7

Executive Employment Agreement, dated as of February 5, 2021, by and between Noble Services Company LLC and William Turcotte (including the Deed of Guaranty of Noble Corporation attached thereto) (filed as Exhibit 10.10 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).

EX-10.10 14 d109435dex1010.htm EX-10.10 Exhibit 10.10 EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is made and effective as of February 5, 2021 (the “Effective Date”), by and between Noble Services Company LLC, a Delaware limited liability company (the “Company”), and William Turcotte (the “Executive”). WITNESSETH: WHEREAS, the Company desires to continue to employ

Amended and Restated Memorandum of Association of Noble (filed as Exhibit 3.1 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).

EX-3.1 Exhibit 3.1 THE COMPANIES ACT (2021 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF NOBLE CORPORATION (ADOPTED BY SPECIAL RESOLUTION DATED 5 FEBRUARY 2021) 1 The name of the Company is Noble Corporation. 2 The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Gr

Amended and Restated Articles of Association of Noble (filed as Exhibit 3.2 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).

EX-3.2 Exhibit 3.2 THE COMPANIES ACT (2021 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF NOBLE CORPORATION (ADOPTED BY SPECIAL RESOLUTION DATED 5 FEBRUARY 2021) 1 Interpretation 1.1 In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith: “

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): February 5, 2021 NOBLE CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-36211 98-1575532 (State or other jurisdiction of incorporation) (Commissio

Tranche 1 Warrant Agreement, dated as of February 5, 2021, by and between Noble Corporation and Computershare Inc. and Computershare Trust Company, N.A. (filed as Exhibit 10.2 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).

EX-10.2 Exhibit 10.2 Execution Version TRANCHE 1 WARRANT AGREEMENT This TRANCHE 1 WARRANT AGREEMENT (this “Agreement”), dated as of February 5, 2021 (the “Effective Date”), is entered into by and between Noble Corporation, a Cayman Islands exempted company (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and Computershare Trust Company, N.A., a federally chartered

Executive Employment Agreement, dated as of February 5, 2021, by and between Noble Services Company LLC and Richard Barker (including the Deed of Guaranty of Noble Corporation attached thereto) (filed as Exhibit 10.9 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).

EX-10.9 Exhibit 10.9 EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is made and effective as of February 5, 2021 (the “Effective Date”), by and between Noble Services Company LLC, a Delaware limited liability company (the “Company”), and Richard Barker (the “Executive”). WITNESSETH: WHEREAS, the Company desires to continue to employ the Executive and to enter into thi

Equity Registration Rights Agreement, dated as of February 5, 2021, by and among Noble Corporation and the holders party thereto (filed as Exhibit 10.6 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).

EX-10.6 Exhibit 10.6 Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. NOBLE CORPORATION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accor

Indenture, dated as of February 5, 2021, among Noble Finance Company, the subsidiaries of Noble Finance Company party thereto, as guarantors, and U.S. Bank National Association, a national banking association, as collateral agent and trustee (including the form of Second Lien Note attached thereto) (filed as Exhibit 4.1 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).

EX-4.1 Exhibit 4.1 EXECUTION VERSION NOBLE FINANCE COMPANY, as Issuer, each of the Guarantors party hereto US BANK NATIONAL ASSOCIATION, as Trustee, and US BANK NATIONAL ASSOCIATION, as Collateral Agent INDENTURE Dated as of February 5, 2021 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF FEBRUARY 5, 2021(

Tranche 2 Warrant Agreement, dated as of February 5, 2021, by and between Noble Corporation and Computershare Inc. and Computershare Trust Company, N.A. (filed as Exhibit 10.3 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).

EX-10.3 Exhibit 10.3 Execution Version TRANCHE 2 WARRANT AGREEMENT This TRANCHE 2 WARRANT AGREEMENT (this “Agreement”), dated as of February 5, 2021 (the “Effective Date”), is entered into by and between Noble Corporation, a Cayman Islands exempted company (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and Computershare Trust Company, N.A., a federally chartered

- 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers: 333-228168 333-228168-01 NOBLE FINANCE COMPANY* NOBLE HOLDING INTERN

Notes Registration Rights Agreement, dated as of February 5, 2021, by and among Noble Finance Company and the holders party thereto (filed as Exhibit 10.7 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).

EX-10.7 Exhibit 10.7 Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. NOBLE FINANCE COMPANY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in a

Tranche 3 Warrant Agreement, dated as of February 5, 2021, by and between Noble Corporation and Computershare Inc. and Computershare Trust Company, N.A. (filed as Exhibit 10.4 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).

EX-10.4 Exhibit 10.4 Execution Version TRANCHE 3 WARRANT AGREEMENT This TRANCHE 3 WARRANT AGREEMENT (this “Agreement”), dated as of February 5, 2021 (the “Effective Date”), is entered into by and between Noble Corporation, a Cayman Islands exempted company (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and Computershare Trust Company, N.A., a federally chartered

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 3, 2021 NOBLE HOLDING CORPORATION plc (Exact name of registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction of incorporat

Settlement Agreement, dated as of February 3, 2021, by and among Michael A. Cawley, Julie H. Edwards, Gordon T. Hall, Jon A. Marshall, James A. MacLennan, Mary P. Ricciardello, Julie J. Robertson, and David Williams, Noble Corporation plc and the Paragon Litigation Trust (filed as Exhibit 10.1 to Legacy Noble’s Current Report on Form 8-K filed on February 5, 2021 and incorporated herein by reference).

EX-10.1 Exhibit 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (the “Agreement”), dated as of February 3, 2021 (the “Agreement Date”), is made between and among Michael A. Cawley, Julie H. Edwards, Gordon T. Hall, Jon A. Marshall, James A. MacLennan, Mary P. Ricciardello, Julie J. Robertson, and David Williams (collectively, the “D&O Defendants”), Noble Corporation plc (“Noble”), and the Para

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 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): November 25, 2020 NOBLE HOLDING CORPORATION plc (Exact name of registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction of incorpora

Amendment No. 1 to Backstop Commitment Agreement, dated as of November 25, 2020, by and among Noble Corporation plc, the subsidiaries of Noble Corporation plc party thereto and the Backstop Parties party thereto (filed as Exhibit 10.1 to Legacy Noble’s Current Report on Form 8-K filed on December 1, 2020 and incorporated herein by reference).

EX-10.1 2 d46969dex101.htm EX-10.1 Exhibit 10.1 Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDMENT NO. 1 TO BACKSTOP COMMITMENT AGREEMENT This AMENDMENT NO. 1 TO BACKSTOP COMMITMENT AGREEMENT, dated as of November 25, 2020 (this “Amendment”), is made by and amon

Regulation FD Disclosure, Financial Statements and Exhibits, Bankruptcy or Receivership - 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): November 20, 2020 NOBLE HOLDING CORPORATION plc (Exact name of registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction of incorpora

Modified Second Amended Joint Plan of Reorganization of Noble Corporation plc (n/k/a Noble Holding Corporation plc), a company incorporated under the laws of England and Wales (“Legacy Noble”), and its Debtor Affiliates (filed as Exhibit 2.1 to Legacy Noble’s Current Report on Form 8-K filed on November 23, 2020 and incorporated herein by reference).

EX-2.1 2 d25389dex21.htm EX-2.1 Exhibit 2.1 IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: NOBLE CORPORATION PLC (n/k/a Noble Holding Corporation plc), et al., Debtors.1 : : : : : : : Chapter 11 Case No. 20-33826 (DRJ) (Jointly Administered) : MODIFIED SECOND AMENDED JOINT PLAN OF REORGANIZATION OF NOBLE CORPORATION PLC (N/K/A NOBLE HOLDING CORPORATION PLC

IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: NOBLE CORPORATION PLC (n/k/a Noble Holding Corporation plc), et al., Debtors.1 : : : : : : : Chapter 11 Case No. 20-33826 (DRJ) (Jointly Administered) : ORDER CO

EX-99.1 3 d25389dex991.htm EX-99.1 Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: NOBLE CORPORATION PLC (n/k/a Noble Holding Corporation plc), et al., Debtors.1 : : : : : : : Chapter 11 Case No. 20-33826 (DRJ) (Jointly Administered) : ORDER CONFIRMING THE MODIFIED SECOND AMENDED JOINT PLAN OF REORGANIZATION OF NOBLE CORPORATION PLC (N/K/A NOBL

NOBLE HOLDING CORPORATION PLC ANNOUNCES CONFIRMATION OF PLAN OF REORGANIZATION

EX-99.2 4 d25389dex992.htm EX-99.2 Exhibit 99.2 Noble Holding Corporation plc 13135 Dairy Ashford, Suite 800 Sugar Land, Texas 77478 PRESS RELEASE NOBLE HOLDING CORPORATION PLC ANNOUNCES CONFIRMATION OF PLAN OF REORGANIZATION SUGAR LAND, TEXAS, November 23, 2020 – Noble Holding Corporation plc (OTC-PINK: NEBLQ, the Company) announced today that the United States Bankruptcy Court for the Southern D

Noble Corporation plc Performance-Vested Cash Award (Inducement Award) Agreement, effective July 1, 2020, by and between Noble Corporation plc and Robert W. Eifler (filed as Exhibit 10.5 to Legacy Noble’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 and incorporated herein by reference).

Exhibit 10.5 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. Redacted portions are indicated with the notation “[***]”. NOBLE CORPORATION PERFORMANCE-VESTED CASH AWARD (INDUCEMENT AWARD) AGREEMENT THIS PERFORMANCE-VESTED CASH AWARD (INDUCEM

Form of Letter Agreement relating to Restructured 2020 Executive Incentive Compensation (filed as Exhibit 10.3 to Legacy Noble’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 and incorporated herein by reference).

EX-10.3 2 exhibit103executivecom.htm EXHIBIT 10.3 Exhibit 10.3 NOBLE CORPORATION PLC 10 BROOK STREET • SECOND FLOOR • LONDON • W1S 1BG • ENGLAND • + 44 20 3300 2300 [July] [•], 2020 Participant Name Participant Address Line 1 Participant Address Line 2 [Participant Name]: This letter agreement (this “Letter Agreement”) sets forth certain terms and conditions relating to the restructured 2020 incen

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporati

Noble Corporation plc Time-Vested Cash Award (Inducement Award) Agreement, effective July 1, 2020, by and between Noble Corporation plc and Robert W. Eifler (filed as Exhibit 10.4 to Legacy Noble’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 and incorporated herein by reference).

EX-10.4 3 exhibit104timecashaward.htm EXHIBIT 10.4 Exhibit 10.4 NOBLE CORPORATION TIME-VESTED CASH AWARD (INDUCEMENT AWARD) AGREEMENT THIS TIME-VESTED CASH AWARD (INDUCEMENT AWARD) AGREEMENT (this “Instrument”), effective as of July 1, 2020, by and between Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and Robert W. Eifler (“Employ

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 12, 2020 NOBLE CORPORATION plc (Exact name of registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction of incorporation) (Co

Backstop Commitment Agreement, dated October 12, 2020, by and among Noble Corporation plc, the subsidiaries of Noble Corporation plc party thereto and the Backstop Parties party thereto (filed as Exhibit 10.1 to Legacy Noble’s Current Report on Form 8-K filed on October 15, 2020 and incorporated herein by reference).

EX-10.1 2 d52184dex101.htm EX-10.1 Exhibit 10.1 Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. BACKSTOP COMMITMENT AGREEMENT AMONG NOBLE CORPORATION PLC, THE OTHER DEBTORS PARTY HERETO AND THE BACKSTOP PARTIES PARTY HERETO Dated as of October 12, 2020 TABLE OF CONTENT

Settlement Agreement, dated September 23, 2020, by and among the Paragon Litigation Trust and Noble Corporation plc, Noble Corporation Holdings Ltd, Noble Corporation, Noble FDR Holdings Limited, Noble Holding International Limited, Noble Holding (U.S.) LLC and Noble International Finance Company (filed as Exhibit 10.1 to Legacy Noble’s Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).

EX-10.1 2 d934711dex101.htm EX-10.1 Exhibit 10.1 Execution Version SETTLEMENT AGREEMENT This Settlement Agreement (the “Agreement”), dated as of September 23, 2020 (the “Agreement Date”), is made between and among the Paragon Litigation Trust and Noble Corporation plc, Noble Corporation Holdings Ltd, Noble Corporation, Noble FDR Holdings Limited, Noble Holding International Limited, Noble Holding

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 23, 2020 NOBLE CORPORATION plc (Exact name of registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction of incorporation) (

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 20, 2020 NOBLE CORPORATION plc (Exact name of registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction of incorporation) (Com

First Amendment to Restructuring Support Agreement, dated August 20, 2020, by and among Noble Corporation plc and the Consenting Creditors party thereto (filed as Exhibit 10.1 to Legacy Noble’s Current Report on Form 8-K filed on August 26, 2020 and incorporated herein by reference).

EX-10.1 Exhibit 10.1 Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT This FIRST AMENDMENT TO THE RESTRUCTURING SUPPORT AGREEMENT, dated as of August 20, 2020 (this “Amendment”), is made to the Restructuring Support Agr

List of Guarantor Subsidiaries.

EX-22 4 exhibit22listofguarant.htm EXHIBIT 22 Exhibit 22 List of Guarantor Subsidiaries Noble Corporation, a Cayman Islands company ("Noble-Cayman"), is the full and unconditional guarantor of, and Noble Holding International Limited, a Cayman Islands company and wholly owned subsidiary of Noble-Cayman, is the issuer of, registered securities as follows: Notes Issuer Guarantor 4.90% Senior Notes d

Noble Corporation plc 2020 Short-Term Incentive Plan, amended and restated effective as of July 1, 2020 (filed as Exhibit 10.3 to Legacy Noble’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and incorporated herein by reference).

EX-10.3 2 exhibit103-2020shortxt.htm EXHIBIT 10.3 Exhibit 10.3 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. Redacted portions are indicated with the notation “[***]”. NOBLE CORPORATION PLC 2020 Short-Term Incentive Plan (“STIP”) (amended

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation pl

Noble Corporation plc 2020 Other Cash Award Plan, effective as of July 1, 2020 (filed as Exhibit 10.4 to Legacy Noble’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and incorporated herein by reference).

EX-10.4 3 exhibit104-2020otherc.htm EXHIBIT 10.4 Exhibit 10.4 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. Redacted portions are indicated with the notation “[***]”. NOBLE CORPORATION PLC 2020 Other Cash Award Plan (“OCAP”) Plan Overview

Preliminary Draft Privileged & Confidential Business Plan Review (Last Updated 5.13.20) July 1, 2020

EX-99.1 3 d85677dex991.htm EX-99.1 Exhibit 99.1 Preliminary Draft Privileged & Confidential Business Plan Review (Last Updated 5.13.20) July 1, 2020 Preliminary Draft Privileged & Confidential Forward Looking Statement The following presentation is for discussion purposes only and the information in the presentation is not complete and may be changed. The following presentation does not purport to

NOBLE CORPORATION PLC ANNOUNCES COMPREHENSIVE FINANCIAL RESTRUCTURING AND DELEVERAGING TRANSACTION

EX-99.2 Exhibit 99.2 Noble Corporation plc 10 Brook Street London W1S 1BG England PRESS RELEASE NOBLE CORPORATION PLC ANNOUNCES COMPREHENSIVE FINANCIAL RESTRUCTURING AND DELEVERAGING TRANSACTION • Restructuring support agreement provides for elimination of all of the Company’s bond debt, which represents over $3.4 billion of debt • Company expects to emerge with new $675 million secured revolving

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Bankruptcy or Receivership

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): July 31, 2020 NOBLE CORPORATION plc (Exact name of registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction of incorporation) (Commi

Restructuring Support Agreement, dated July 31, 2020, by and among Noble Corporation plc, the subsidiaries of Noble Corporation plc party thereto and the Consenting Creditors party thereto (filed as Exhibit 10.1 to Legacy Noble’s Current Report on Form 8-K filed on July 31, 2020 and incorporated herein by reference).

EX-10.1 2 d85677dex101.htm EX-10.1 Exhibit 10.1 EXECUTION DRAFT RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (as amended, modified, or otherwise supplemented from time to time, and including all exhibits attached hereto, this “Agreement”), dated as of July 31, 2020, is entered into by and among: (a) Noble Corporation plc (“Parent”), and each of its undersigned direct and in

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 15, 2020 NOBLE CORPORATION plc (Exact name of registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction of incorporation) (Commi

Noble Corporation plc 2020 Short-Term Incentive Plan (filed as Exhibit 10.1 to Legacy Noble’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and incorporated herein by reference).

Exhibit 10.1 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. Redacted portions are indicated with the notation “[***]”. NOBLE CORPORATION PLC 2020 Short-Term Incentive Plan(“STIP”) Plan Overview, Terms and Conditions Plan Purpose The succes

Form of Noble Corporation Performance-Vested Cash Award under the Noble Corporation 2015 Omnibus Incentive Plan (filed as Exhibit 10.3 to Legacy Noble’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and incorporated herein by reference).

Exhibit 10.3 NOBLE CORPORATION PERFORMANCE-VESTED CASH AWARD THIS INSTRUMENT (this “Instrument”), made as of the day of , 20, by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”) evidences the performance-vested Cash Award (as defined in the Plan) granted hereunder to (“Employee”) and sets forth the restrictions, terms and conditions t

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation p

List of Guarantor Subsidiaries (filed as Exhibit 22 to Noble-UK’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and incorporated herein by reference).

EX-22 7 exhibit22listofguarant.htm EXHIBIT 22 Exhibit 22 List of Guarantor Subsidiaries Noble Corporation, a Cayman Islands company ("Noble-Cayman"), is the full and unconditional guarantor of, and Noble Holding International Limited, a Cayman Islands company and wholly owned subsidiary of Noble-Cayman, is the issuer of, registered securities as follows: Notes Issuer Guarantor 4.90% Senior Notes d

Form of Noble Corporation Performance-Vested Restricted Stock Unit Award under the Noble Corporation 2015 Omnibus Incentive Plan (filed as Exhibit 10.2 to Legacy Noble’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and incorporated herein by reference).

Exhibit 10.2 NOBLE CORPORATION PERFORMANCE-VESTED RESTRICTED STOCK UNIT AWARD THIS INSTRUMENT (this “Instrument”), made as of the day of , 20, by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”) evidences the performance-vested Restricted Stock Units (as defined in the Plan) awarded hereunder to (“Employee”) and sets forth the restric

Noble Corporation plc Summary of Directors’ Compensation.

EX-10.4 5 exhibit104summaryofdir.htm EXHIBIT 10.4 Exhibit 10.4 Noble Corporation plc Summary of Director Compensation Annual Retainer. Noble Corporation plc, a company organized under the laws of England and Wales, (the “Company”) pays each of its non-employee directors an annual retainer of $50,000. Under the Noble Corporation plc 2017 Director Omnibus Plan (the “Director Plan”), non-employee dir

Amendment to Noble Corporation plc 2015 Omnibus Incentive Plan (filed as Exhibit 10.5 to Legacy Noble’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and incorporated herein by reference).

Exhibit 10.5 AMENDMENT TO NOBLE CORPORATION PLC 2015 OMNIBUS INCENTIVE PLAN This Amendment (“Amendment”) to Noble Corporation plc 2015 Omnibus Incentive Plan (the “Plan”) is made by Noble Corporation plc, a company organized under the laws of England and Wales (the “Company”) as of March 24, 2020. WHEREAS, the board of directors (the “Board”) of the Company has deemed it to be in the best interest

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation plc (E

Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

EX-4.13 2 exhibit413.htm EXHIBIT 4.13 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of February 20, 2020, Noble Corporation plc (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Ordinary Shares, which are traded on the New York Stock Exchange under

Subsidiaries of Noble-UK and Noble-Cayman.

Exhibit 21.1 NOBLE CORPORATION PLC SUBSIDIARIES (as of December 31, 2019) Name Country of incorporation Bully 1 (Switzerland) GmbH Switzerland Bully 1 (US) Corporation Delaware Bully 2 (Switzerland) GmbH Switzerland Frontier Driller Cayman, Ltd. Cayman Islands Frontier Driller Kft. Hungary Frontier Driller, Inc. Delaware Frontier Driller, Ltd. Cayman Islands/Luxembourg Maurer Technology Incorporat

NE / Noble Corporation plc / Contrarius Investment Management Ltd - ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2. NOBLE CORPORATION PLC (Name of Issuer) COMMON STOCK (Title of Class of Securities) G65431101 (CUSIP Number) December 31, 2019 (Date of

Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 20, 2019 NOBLE CORPORATION plc (Exact name of registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction of incorporation) (C

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporati

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001-36211 Noble Corporation plc

Form of Noble Corporation Time-Vested Cash Award (Retention) Agreement under the Noble Corporation plc 2015 Omnibus Incentive Plan (filed as Exhibit 10.3 to Noble-UK's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 and incorporated herein by reference).

NOBLE CORPORATION TIME-VESTED CASH AWARD (RETENTION) THIS INSTRUMENT (this “Instrument”), made effective as of the , by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”) evidences the time-vested Cash Award (as defined in the Plan) granted hereunder to (“Employee”) and sets forth the restrictions, terms and conditions that apply thereto.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d773145d8k.htm 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): July 26, 2019 NOBLE CORPORATION plc (Exact name of registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction

First Amendment to Revolving Credit Agreement, dated as of July 26, 2019, among Noble Holding UK Limited, as parent guarantor, Noble Cayman Limited, as the Company and a borrower, Noble International Finance Company, as a designated borrower, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 4.1 to Noble-UK's Current Report on Form 8-K filed on July 31, 2019 and incorporated herein by reference).

EX-4.1 Exhibit 4.1 Execution Version FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of July 26, 2019 among NOBLE HOLDING UK LIMITED, as Parent Guarantor, NOBLE CAYMAN LIMITED, as the Company and a Borrower, NOBLE INTERNATIONAL FINANCE COMPANY, as a Designated Borrower, THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTIES HERETO, And JPMORGAN CHASE BANK, N.A., as Administrative Agent

Form of Noble Corporation Time-Vested Restricted Stock Unit Award under the Noble Corporation 2015 Omnibus Incentive Plan (filed as Exhibit 10.3 to Noble-UK's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 and incorporated herein by reference).

EX-10.3 4 exhibit103-noblecorporatio.htm EXHIBIT 10.3 Exhibit 10.3 NOBLE CORPORATION TIME-VESTED RESTRICTED STOCK UNIT AWARD THIS INSTRUMENT (the “Instrument”), made as of the st day of , 20 by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”) evidences the time-vested Restricted Stock Units (as defined in the Plan) awarded hereunder t

Noble Corporation Summary of Directors’ Compensation (filed as Exhibit 10.4 to Noble-UK's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 and incorporated herein by reference).

EX-10.4 5 exhibit104-noblecorporatio.htm EXHIBIT 10.4 Exhibit 10.4 Noble Corporation Summary of Director Compensation Annual Retainer. Noble Corporation plc, a company organized under the laws of England and Wales, (the “Company”) pays each of its non-employee directors an annual retainer of $50,000. Under the Noble Corporation plc 2017 Director Omnibus Plan (the “Director Plan”), non-employee dir

Noble Corporation 2019 Short-Term Incentive Plan (filed as Exhibit 10.1 to Noble-UK's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 and incorporated herein by reference)

Exhibit 10.1 NOBLE CORPORATION 2019 Short-Term Incentive Plan (“STIP”) Plan Overview, Terms and Conditions Plan Purpose The success of Noble Corporation (“Noble”) and its subsidiaries (collectively, the “Company”) is a result of the efforts of all key employees. In order to focus each employee’s efforts on optimizing the Company’s overall operational and financial results, the Company maintains th

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation p

Form of Noble Corporation Performance-Vested Restricted Stock Unit Award under the Noble Corporation 2015 Omnibus Incentive Plan

EX-10.2 3 exhibit102-noblecorporatio.htm EXHIBIT 10.2 Exhibit 10.2 NOBLE CORPORATION PERFORMANCE-VESTED RESTRICTED STOCK UNIT AWARD THIS INSTRUMENT (this “Instrument”), made as of the st day of , 20, by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”) evidences the performance-vested Restricted Stock Units (as defined in the Plan) awa

NOBLE CORPORATION PLC ANNOUNCES EARLY RESULTS OF CASH TENDER OFFERS FOR SENIOR NOTES BY WHOLLY-OWNED SUBSIDIARY

EX-99.1 Exhibit 99.1 Noble Corporation plc 10 Brook Street London W1S 1BG England Press Release NOBLE CORPORATION PLC ANNOUNCES EARLY RESULTS OF CASH TENDER OFFERS FOR SENIOR NOTES BY WHOLLY-OWNED SUBSIDIARY LONDON, Mar. 11, 2019 /PRNewswire/ — Noble Corporation plc (“Noble-UK”) (NYSE: NE) announced today, on behalf of its indirect, wholly-owned subsidiary, Noble Holding International Limited (“NH

Financial Statements and Exhibits, Other Events

8-K 1 d662907d8k.htm 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): March 11, 2019 NOBLE CORPORATION plc (Exact name of Registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdictio

NOBLE CORPORATION PLC ANNOUNCES CASH TENDER OFFERS FOR SENIOR NOTES BY WHOLLY-OWNED SUBSIDIARY

EX-99.1 Exhibit 99.1 Noble Corporation plc 10 Brook Street London W1S 1BG England Press Release NOBLE CORPORATION PLC ANNOUNCES CASH TENDER OFFERS FOR SENIOR NOTES BY WHOLLY-OWNED SUBSIDIARY LONDON, Feb. 25, 2019 /PRNewswire/ — Noble Corporation plc (“Noble-UK”) (NYSE: NE) announced today, on behalf of its indirect, wholly-owned subsidiary, Noble Holding International Limited (“NHIL”), that NHIL h

Financial Statements and Exhibits, Other Events

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): February 25, 2019 NOBLE CORPORATION plc (Exact name of Registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction of incorporation

Subsidiaries of Noble-UK and Noble-Cayman.

Exhibit 21.1 NOBLE CORPORATION PLC SUBSIDIARIES (as of December 31, 2018) Name Country of incorporation Noble Corporation Holdings Limited Cayman Islands * Noble Financing Services Limited Cayman Islands Noble (Servco) UK Limited United Kingdom * Noble Corporation Cayman Islands Noble Aviation GmbH Switzerland Noble Holding (Switzerland) GmbH Switzerland Noble NDC Holding (Cyprus) Limited Cyprus N

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation plc (E

NOBGY / Noble Group Ltd. S-3ASR

S-3ASR 1 d642091ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on November 5, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOBLE CORPORATION NOBLE HOLDING INTERNATIONAL LIMITED (Exact name of each registrant as specified in its charter) NO

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, with respect to Trustee under the NHIL Senior Indenture and the NHIL Subordinated Indenture.

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A Na

Quarterly Report - 10-Q

10-Q 1 a3q201810-qdocument.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fi

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation pl

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation p

Noble Corporation 2018 Short-Term Incentive Plan (filed as Exhibit 10.4 to Noble Noble-UK's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference)

Exhibit 10.4 NOBLE CORPORATION 2018 Short-Term Incentive Plan (“STIP”) Plan Overview, Terms and Conditions Plan Purpose The success of Noble Corporation (“Noble”) and its subsidiaries (collectively, the “Company”) is a result of the efforts of all key employees. In order to focus each employee’s efforts on optimizing the Company’s overall operational and financial results, the Company maintains th

Restated Employment Agreement by and between Julie J. Robertson and Noble Drilling Services Inc., executed as of February 21, 2018 (filed as Exhibit 10.66 to Noble UK's Annual Report on Form 10-K for the year ended December 31, 2017 and incorporated herein by reference).

EX-10.66 3 ne1066fy201710-k.htm EXHIBIT 10.66 Exhibit 10.66 RESTATED EMPLOYMENT AGREEMENT by and between NOBLE DRILLING SERVICES INC. and JULIE J. ROBERTSON EFFECTIVE JANUARY 11, 2018 Exhibit 10.66 RESTATED EMPLOYMENT AGREEMENT TABLE OF CONTENTS Page 1 Employment 1 2. Employment Term 2 Term 2 (a) Relationship Prior to Effective Date 2 3 (b) Positions and Duties 2 4 Compensation and Related Matters

Subsidiaries of Noble-UK and Noble-Cayman.

EX-21.1 4 ne211fy201710-k.htm EXHIBIT 21.1 Exhibit 21.1 NOBLE CORPORATION PLC SUBSIDIARIES (as of December 31, 2017) Name Country of incorporation Noble Corporation Holdings Limited Cayman Islands * Noble Financing Services Limited Cayman Islands * Noble (Servco) UK Limited United Kingdom * Noble Corporation Cayman Islands Noble Aviation GmbH Switzerland Noble Services (Switzerland) GmbH Switzerla

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation plc (E

Noble Corporation Summary of Directors’ Compensation (filed as Exhibit 10.33 to Noble UK's Annual Report on Form 10-K for the year ended December 31, 2017 and incorporated herein by reference).

EX-10.33 2 ne1033fy201710-k.htm EXHIBIT 10.33 Exhibit 10.33 Noble Corporation Summary of Director Compensation Annual Retainer. Noble Corporation plc, a company organized under the laws of England and Wales, (the “Company”) pays each of its non-employee directors an annual retainer of $50,000. Under the Noble Corporation plc 2017 Director Omnibus Plan (the “Director Plan”), non-employee directors

NE / Noble Corporation plc 8-K (Current Report)

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): February 14, 2018 NOBLE CORPORATION plc (Exact name of Registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction of incorporation

Eighth Supplemental Indenture, dated as of January 31, 2018, among Noble Holding (U.S.) LLC, as Successor Issuer, Noble Drilling Services 6 LLC, as Co-Issuer, Noble Drilling Holding LLC, as Co-Issuer, Noble-Cayman, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to 7.50% Senior Notes due 2019 of Noble Holding (U.S.) LLC (filed as Exhibit 4.4 to Noble-UK’s Current Report on Form 8-K filed on January 31, 2018 and incorporated herein by reference).

EX-4.4 3 d530539dex44.htm EX-4.4 Exhibit 4.4 Execution Version NOBLE HOLDING (U.S.) LLC, as Successor Issuer, NOBLE DRILLING SERVICES 6 LLC, as Co-Issuer, NOBLE DRILLING HOLDING LLC, as Co-Issuer, NOBLE CORPORATION, as Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of JANUARY 31, 2018 to INDENTURE Dated as of March 1, 1999, as prev

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d530539d8k.htm FORM 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): January 31, 2018 NOBLE CORPORATION plc (Exact name of Registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other juri

Fifth Supplemental Indenture, dated as of January 31, 2018, among Noble Holding International Limited, as Issuer, Noble-Cayman, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to 4.90% Senior Notes due 2020 of Noble Holding International Limited, 4.625% Senior Notes due 2021 of Noble Holding International Limited, and 3.95% Senior Notes due 2022 of Noble Holding International Limited (filed as Exhibit 4.5 to Noble-UK’s Current Report on Form 8-K filed on January 31, 2018 and incorporated herein by reference).

EX-4.5 4 d530539dex45.htm EX-4.5 Exhibit 4.5 Execution Version NOBLE HOLDING INTERNATIONAL LIMITED, A CAYMAN ISLANDS COMPANY (ISSUER) NOBLE CORPORATION, A CAYMAN ISLANDS COMPANY (GUARANTOR) AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (TRUSTEE) FIFTH SUPPLEMENTAL INDENTURE DATED AS OF JANUARY 31, 2018 TO INDENTURE DATED AS OF NOVEMBER 21, 2008, AS PREVIOUSLY AMENDED AND SUPPLEMENTED 4.90% S

Indenture, dated as of January 31, 2018, among Noble Holding International Limited, as Issuer, Noble-Cayman, as Parent Guarantor, the Subsidiary Guarantors (as defined therein) and Wells Fargo Bank, N.A., as Trustee, relating to 7.875% Senior Guaranteed Notes due 2026 of Noble Holding International Limited (filed as Exhibit 4.1 to Noble-UK’s Current Report on Form 8-K filed on January 31, 2018 and incorporated herein by reference).

EX-4.1 Exhibit 4.1 Execution Version NOBLE HOLDING INTERNATIONAL LIMITED, as Issuer NOBLE CORPORATION, as Parent Guarantor NOBLE 2018-I GUARANTOR LLC NOBLE 2018-II GUARANTOR LLC NOBLE 2018-III GUARANTOR LLC NOBLE 2018-IV GUARANTOR LLC, as Subsidiary Guarantors AND WELLS FARGO BANK, N.A., as Trustee INDENTURE Dated as of January 31, 2018 7.875% Senior Guaranteed Notes due 2026 Table of Contents Pag

NOBLE CORPORATION PLC ANNOUNCES EARLY RESULTS OF CASH TENDER OFFERS FOR SENIOR NOTES BY WHOLLY-OWNED SUBSIDIARY

EX-99.1 Exhibit 99.1 Noble Corporation plc Devonshire House 1 Mayfair Place London W1J 8AJ England PRESS RELEASE NOBLE CORPORATION PLC ANNOUNCES EARLY RESULTS OF CASH TENDER OFFERS FOR SENIOR NOTES BY WHOLLY-OWNED SUBSIDIARY LONDON, Jan. 31, 2018 /PRNewswire/ — Noble Corporation plc (“Noble-UK”) (NYSE: NE) announced today, on behalf of its indirect, wholly-owned subsidiary, Noble Holding Internati

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 17, 2018 NOBLE CORPORATION plc (Exact name of Registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction of incorporation

Purchase Agreement, dated January 17, 2018, among Noble Corporation, a Cayman Islands company, Noble Holding International Limited, a Cayman Islands company, the subsidiary guarantors named therein and the initial purchasers named therein.

EX-1.1 Exhibit 1.1 EXECUTION VERSION Noble Holding International Limited $750,000,000 7.875% Senior Guaranteed Notes due 2026 Purchase Agreement January 17, 2018 Citigroup Global Markets Inc. As Representative of the Initial Purchasers c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Noble Holding International Limited, a Cayman Islands exempted

Financial Statements and Exhibits, Other Events

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): January 17, 2018 NOBLE CORPORATION plc (Exact name of Registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction of incorporation

NOBLE CORPORATION PLC ANNOUNCES CASH TENDER OFFERS FOR SENIOR NOTES BY WHOLLY-OWNED SUBSIDIARY

EX-99.2 Exhibit 99.2 Noble Corporation plc Devonshire House 1 Mayfair Place London W1J 8AJ England Press Release NOBLE CORPORATION PLC ANNOUNCES CASH TENDER OFFERS FOR SENIOR NOTES BY WHOLLY-OWNED SUBSIDIARY LONDON, Jan. 17, 2018 /PRNewswire/ — Noble Corporation plc (“Noble-UK”) (NYSE: NE) announced today, on behalf of its indirect, wholly-owned subsidiary, Noble Holding International Limited (“NH

NOBLE CORPORATION PLC ANNOUNCES OFFERING OF SENIOR GUARANTEED NOTES

EX-99.1 Exhibit 99.1 Noble Corporation plc Devonshire House 1 Mayfair Place London W1J 8AJ England PRESS RELEASE NOBLE CORPORATION PLC ANNOUNCES OFFERING OF SENIOR GUARANTEED NOTES LONDON, Jan. 17, 2018 /PRNewswire/ — Noble Corporation plc (“Noble-UK”) (NYSE: NE) announced today that its indirect, wholly-owned subsidiary, Noble Holding International Limited (“NHIL”), has commenced an offering to e

Results of Operations and Financial Condition

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): January 17, 2018 NOBLE CORPORATION plc (Exact name of Registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction of incorporation

Revolving Credit Agreement, dated as of December 21, 2017, among Noble Cayman Limited and Noble International Finance Company, as borrowers, Noble Holding UK Limited, as parent guarantor; the subsidiary guarantors from time to time party thereto; JPMorgan Chase Bank, N.A., as administrative agent, a swingline lender, lead arranger and lead bookrunner; Wells Fargo Bank, N.A., as a swingline lender; the lenders party thereto; SunTrust Bank, Wells Fargo Bank, N.A., Citibank, N.A., HSBC Bank USA, N.A., Barclays Bank PLC and DNB Bank ASA New York Branch, as co-syndication agents; and Credit Suisse AG, Cayman Islands Branch and BNP Paribas, as co-documentation agents (filed as Exhibit 4.1 to Noble-UK’s Current Report on Form 8-K filed on December 22, 2017 and incorporated herein by reference).

EX-4.1 2 d445406dex41.htm EX-4.1 Exhibit 4.1 Execution Version REVOLVING CREDIT AGREEMENT Dated as of December 21, 2017 among NOBLE HOLDING UK LIMITED, as Parent Guarantor, NOBLE CAYMAN LIMITED, as the Company and a Borrower, NOBLE INTERNATIONAL FINANCE COMPANY and CERTAIN ADDITIONAL SUBSIDIARIES OF THE COMPANY as from time to time designated by the Company, as Designated Borrowers, THE SUBSIDIARY

First Amendment and Consent to Revolving Credit Agreement and Successor Agent Agreement, dated as of December 19, 2017, among Noble-Cayman and Noble International Finance Company, as borrowers; JPMorgan Chase Bank, N.A., as administrative agent and a swingline lender; Wilmington Trust, National Association, as successor administrative agent; the lenders party thereto; and the other parties party thereto (filed as Exhibit 4.2 to Noble-UK’s Current Report on Form 8-K filed on December 22, 2017 and incorporated herein by reference).

EX-4.2 3 d445406dex42.htm EX-4.2 Exhibit 4.2 FIRST AMENDMENT AND CONSENT TO REVOLVING CREDIT AGREEMENT AND SUCCESSOR AGENT AGREEMENT dated as of December 19, 2017 among NOBLE CORPORATION, as the Company and a Borrower, NOBLE INTERNATIONAL FINANCE COMPANY, as a Designated Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Swingline Lender, WILMINGTON TRUST, NATIONAL ASSOCIATION, as

NOBLE CORPORATION PLC RECEIVES COMMITMENTS FOR NEW CREDIT FACILITY MATURING IN 2023

EX-99.1 4 d445406dex991.htm EX-99.1 Exhibit 99.1 Noble Corporation plc Devonshire House 1 Mayfair Place London W1J 8AJ England PRESS RELEASE NOBLE CORPORATION PLC RECEIVES COMMITMENTS FOR NEW CREDIT FACILITY MATURING IN 2023 LONDON, December 20, 2017 – Noble Corporation plc (NYSE: NE) today announced that certain of its wholly owned subsidiaries have received commitments from lenders to enter into

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d445406d8k.htm FORM 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): December 19, 2017 NOBLE CORPORATION plc (Exact name of Registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jur

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporati

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation pl

Noble Corporation plc Summary of Director Compensation

EX-10.11 2 ne1011fy2017q1.htm EXHIBIT 10.11 EXHIBIT 10.11 Noble Corporation plc Summary of Director Compensation Annual Retainer. Noble Corporation plc, a company organized under the laws of England and Wales, (the “Company”) pays each of its non-employee directors an annual retainer of $50,000. Under the Noble Corporation plc 2017 Director Omnibus Plan (the “Director Plan”), non-employee director

Termination Letter, dated April 21, 2017, by and between Paragon Offshore plc and Noble-UK (filed as Exhibit 10.12 to Noble-UK’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 and incorporated herein by reference).

EX-10.12 3 ne1012fy2017q1.htm EXHIBIT 10.12 EXHIBIT 10.12 NOBLE CORPORATION PLC DEVONSHIRE HOUSE ● 1 MAYFAIR PLACE LONDON ● W1J 8AJ ● ENGLAND ● + 44 20 3300 2300 April 21, 2017 Paragon Offshore plc c/o Paragon Offshore Services LLC 3151 Briarpark Drive Houston, Texas 77042 Attention: Todd D. Strickler Re: Definitive Settlement Agreement Dear Todd: Reference is made to the Definitive Settlement Agr

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation p

NOBLE HOLDING (U.S.) LLC, as Successor Issuer, NOBLE DRILLING SERVICES 6 LLC, as Co-Issuer, NOBLE DRILLING HOLDING LLC, as Co-Issuer, NOBLE CORPORATION, as Guarantor, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SEVENTH SUPPLEMENTAL IN

EX-4.1 Exhibit 4.1 NOBLE HOLDING (U.S.) LLC, as Successor Issuer, NOBLE DRILLING SERVICES 6 LLC, as Co-Issuer, NOBLE DRILLING HOLDING LLC, as Co-Issuer, NOBLE CORPORATION, as Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of March 8, 2017 (but with references herein to ?the date hereof? or ?of even date hereof? deemed to mean Janu

Noble 8-K/A (Current Report/Significant Event)

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 to CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 9, 2017 NOBLE CORPORATION plc (Exact name of Registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdic

NOBLE CORPORATION PLC SUBSIDIARIES (as of December 31, 2016)

Exhibit 21.1 NOBLE CORPORATION PLC SUBSIDIARIES (as of December 31, 2016) Name Country of incorporation Noble Corporation Holdings Limited Cayman Islands * Noble Financing Services Limited Cayman Islands * Noble (Servco) UK Limited United Kingdom * Noble Corporation Cayman Islands Noble Aviation GmbH Switzerland Noble Services (Switzerland) GmbH Switzerland Noble NDC Holding (Cyprus) Limited Cypru

NOBLE CORPORATION PERFORMANCE-VESTED RESTRICTED STOCK UNIT AWARD

EX-10.45 3 copyofne1045fy201610k.htm EXHIBIT 10.45 Exhibit 10.45 NOBLE CORPORATION PERFORMANCE-VESTED RESTRICTED STOCK UNIT AWARD THIS INSTRUMENT (this “Instrument”), made as of the day of , 201, by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”) evidences the performance-vested Restricted Stock Units (as defined in the Plan) awarded

Noble Corporation Summary of Director Compensation

EX-10.33 2 copyofne1033fy201610k.htm EXHIBIT 10.33 Exhibit 10.33 Noble Corporation Summary of Director Compensation Annual Retainer. Noble Corporation plc, a company organized under the laws of England and Wales, (the “Company”) pays each of its non-employee directors an annual retainer of $50,000. Under the Noble Corporation Equity Compensation Plan for Non-Employee Directors, non-employee direct

Annual Report - 10-K

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36211 Noble Corporation p

NOBLE CORPORATION 2017 Short-Term Incentive Plan (“STIP”)

EX-10.52 4 copyofne1052fy201610k.htm EXHIBIT 10.52 Exhibit 10.52 NOBLE CORPORATION 2017 Short-Term Incentive Plan (“STIP”) Plan Overview, Terms and Conditions Plan Purpose The success of Noble Corporation (“Noble”) and its subsidiaries (collectively, the “Company”) is a result of the efforts of all key employees. In order to focus each employee’s efforts on optimizing the Company’s overall operati

Seventh Supplemental Indenture, dated as of March 8, 2017, among Noble Holding (U.S.) LLC, as Successor Issuer, Noble Drilling Services 6 LLC, as Co-Issuer, Noble Drilling Holding LLC, as Co-Issuer, Noble-Cayman, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to 7.50% Senior Notes due 2019 of Noble Holding (U.S.) LLC (filed as Exhibit 4.1 to Noble-UK’s Current Report on Form 8-K/A filed on March 14, 2017 and incorporated herein by reference)

EX-4.1 Exhibit 4.1 NOBLE HOLDING (U.S.) LLC, as Successor Issuer, NOBLE DRILLING SERVICES 6 LLC, as Co-Issuer, NOBLE DRILLING HOLDING LLC, as Co-Issuer, NOBLE CORPORATION, as Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of January 9, 2017 to INDENTURE Dated as of March 1, 1999, as previously amended and supplemented 7.50% SENIOR

Noble 8-K (Current Report/Significant Event)

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): January 9, 2017 NOBLE CORPORATION plc (Exact name of Registrant as specified in its charter) England and Wales 001-36211 98-0619597 (State or other jurisdiction of incorporation o

NOBLE CORPORATION PLC ANNOUNCES EARLY RESULTS OF CASH TENDER OFFERS FOR SENIOR NOTES BY WHOLLY-OWNED SUBSIDIARY

EX-99.1 Exhibit 99.1 Noble Corporation plc Devonshire House 1 Mayfair Place London W1J 8AJ England PRESS RELEASE NOBLE CORPORATION PLC ANNOUNCES EARLY RESULTS OF CASH TENDER OFFERS FOR SENIOR NOTES BY WHOLLY-OWNED SUBSIDIARY LONDON, December 28, 2016 ? Noble Corporation plc (NYSE: NE) announced today, on behalf of its indirect, wholly-owned subsidiary, Noble Holding International Limited (?NHIL?),