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 23, 2006
NOBLE CORPORATION
(Exact name of registrant as specified in its charter)
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| CAYMAN ISLANDS
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001-31306
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98-0366361 |
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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13135 South Dairy Ashford, Suite 800
Sugar Land, Texas
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77478 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (281) 276-6100
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definative Agreement.
On May 26, 2006, Noble Corporation (the “Company”) issued $300,000,000 aggregate principal
amount of its 5.875% Senior Notes due 2013 (the “Senior Notes”). The Senior Notes were issued
under an Indenture, dated as of May 26, 2006 (the “Base Indenture”), between the Company and
JPMorgan Chase Bank, National Association, as indenture trustee (the “Trustee”), as amended and
supplemented by a First Supplemental Indenture, dated as of May 26, 2006 (together with the Base
Indenture (insofar as such indenture governs the Senior Notes but not as it relates to any other
debt securities that may be issued by the Company), the “Indenture”), among the Company, Noble
Drilling Corporation, a Delaware corporation and a wholly owned indirect subsidiary of the Company
(“Noble Drilling”), and the Trustee. The Indenture provides for the guarantee by Noble Drilling of
the punctual payment of the principal of, premium, if any, interest on and all other amounts due
under the Senior Notes and the Indenture (the “Guarantee”).
The Company and Noble Drilling offered the Senior Notes and the Guarantee to the public by a
Prospectus Supplement, dated May 23, 2006, to a Prospectus, dated May 22, 2006, which is part of a
Registration Statement on Form S-3 (Registration No. 333-131885), filed by the Company and Noble
Drilling with the U.S. Securities and Exchange Commission under the Securities Act of 1933. The
Senior Notes were sold pursuant to an Underwriting Agreement, dated as of May 23, 2006 (the
“Underwriting Agreement”), among the Company, Noble Drilling and Goldman, Sachs & Co., as
representative of the underwriters named therein.
The Company received net proceeds from the sale of the Senior Notes of approximately $297.5
million after deducting underwriting discounts and commissions and expenses. The Company used the
net proceeds to repay $135 million of long-term debt plus accrued interest under the Company’s
unsecured revolving bank credit facility. The Company intends to use the balance of the net
proceeds from the offering for other general corporate purposes.
Interest on the Senior Notes began accruing on May 26, 2006 at a rate of 5.875% per annum.
Interest on the Senior Notes will be payable by the Company on June 1 and December 1 of each year,
beginning on December 1, 2006. The Company may redeem the Senior Notes in whole or in part at any
time and from time to time under the terms provided in the Indenture at the redemption price as
described in the Senior Notes and the Indenture. The Senior Notes will mature on June 1, 2013.
The Indenture contains certain restrictions, including, among others, restrictions on the
Company’s ability and the ability of the Company’s subsidiaries to create or incur secured
indebtedness, enter into certain sale and leaseback transactions, and merge or consolidate with
another entity.
The foregoing description is qualified in its entirety by reference to the Base Indenture, the
First Supplemental Indenture, the Underwriting Agreement and the Specimen Note for the Senior
Notes, including the endorsement of the Guarantee, copies of which are filed as exhibits to this
Current Report and are incorporated by reference herein.
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Item 7.01 Regulation FD Disclosure.
On May 26, 2006, the Company issued a press release announcing that it had completed the
offering of the Senior Notes. A copy of such press release is attached as Exhibit 99.1 to this
Current Report and will be published in the “Newsroom” area on the Company’s web site at
http://www.noblecorp.com. Pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission, the press release is being furnished and shall not be deemed to be “filed”
under the Securities Exchange Act of 1934.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| EXHIBIT |
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DESCRIPTION |
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1.1
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Underwriting Agreement, dated May 23, 2006, among
Noble Corporation, Noble Drilling Corporation and
Goldman, Sachs & Co., as representative of the several
underwriters. |
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4.1
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Indenture, dated as of May 26, 2006, between Noble
Corporation, as Issuer, and JPMorgan Chase Bank,
National Association, as Trustee. |
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4.2
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First Supplemental Indenture, dated as of May 26,
2006, between Noble Corporation, as Issuer, Noble
Drilling Corporation, as Guarantor, and JPMorgan Chase
Bank, National Association, as Trustee. |
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4.3
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Specimen Note for the 5.875% Senior Notes due 2013
of Noble Corporation. |
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5.1
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Opinion of Baker Botts L.L.P. with respect to the
5.875% Senior Notes due 2013 of Noble Corporation and
the payment guarantee of Noble Drilling Corporation. |
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5.2
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Opinion of Maples and Calder with respect to the
5.875% Senior Notes due 2013 of Noble Corporation. |
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8.1
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Opinion of Maples and Calder with respect to
certain Cayman Islands tax matters. |
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99.1
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Noble Corporation Press Release issued May 26, 2006. |
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