Noble (NYSE: NE) sells $800M 6.250% senior notes due 2034
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Noble Corporation plc reported that its wholly owned subsidiary Noble Finance II LLC issued $800,000,000 of 6.250% Senior Notes due 2034 under a new indenture with HSBC Bank USA as trustee. The notes mature on June 15, 2034 and pay interest semi-annually on June 15 and December 15, starting December 15, 2026.
The notes are guaranteed on a senior unsecured basis by certain subsidiaries and will be guaranteed by future subsidiaries that guarantee specified indebtedness. The issuer can redeem portions of the notes before June 15, 2029 at 106.250% using equity offering proceeds, or at 100% plus a make-whole premium, and may redeem at declining premiums after June 15, 2029. If a defined Change of Control Triggering Event occurs, holders can require repurchase at 101% of principal plus accrued interest. The indenture also includes customary covenants limiting additional debt, liens, distributions, investments, asset sales, affiliate transactions and other actions, and provides standard events of default that permit acceleration.
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Negative
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Insights
$800M 6.250% 2034 notes add long-term unsecured debt with covenant limits.
Noble Finance II LLC, a subsidiary of Noble Corporation plc, has added $800,000,000 of 6.250% senior unsecured notes maturing in 2034. The notes are guaranteed by key subsidiaries, positioning them as a core part of the group’s capital structure.
The indenture includes leverage-style protections: limits on additional indebtedness, liens, distributions, investments, asset transfers, mergers and affiliate transactions. A Change of Control Triggering Event gives holders a put at 101% of principal, while early redemptions can occur at 106.250% from equity proceeds or at a make-whole price.
Overall impact depends on Noble’s existing debt load and cash flows, which are not detailed here. Future filings covering the company’s balance sheet and interest expense will clarify how this fixed 6.250% coupon through June 15, 2034 fits into its long-term financing mix.
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Senior Notes Principal: $800,000,000
Coupon Rate: 6.250% per annum
Maturity Date: June 15, 2034
+3 more
6 metrics
Senior Notes Principal
$800,000,000
Aggregate principal amount of 6.250% Senior Notes due 2034
Coupon Rate
6.250% per annum
Interest rate on Senior Notes due 2034
Maturity Date
June 15, 2034
Final maturity of Senior Notes
First Interest Payment
December 15, 2026
First semi-annual interest payment date
Equity Proceeds Redemption Price
106.250% of principal
Up to 40% redemption before June 15, 2029
Change of Control Put Price
101% of principal
Repurchase price upon Change of Control Triggering Event
Key Terms
Indenture, Senior Notes, Change of Control Triggering Event, make-whole premium, +2 more
6 terms
Indenture financial
"entered into an indenture (the “Indenture”), pursuant to which the Issuer issued"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Senior Notes financial
"aggregate principal amount of the Issuer’s 6.250% Senior Notes due 2034"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Change of Control Triggering Event financial
"If a Change of Control Triggering Event (as defined in the Indenture) occurs"
A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.
Events of Default financial
"The Indenture contains customary events of default, including, among other things"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
Unrestricted Subsidiary financial
"designate a subsidiary as an Unrestricted Subsidiary (as defined in the Indenture)"
An unrestricted subsidiary is a legally separate company that a parent firm has carved out from certain loan or bond rules, so it is not bound by the same financial limits or covenants as the parent. Think of it like a household member who manages their own finances — this gives the parent more operational flexibility but can matter to investors because assets, risks or cash flow can be shifted into that unit, affecting the parent’s balance sheet and the security of lenders.
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 11, 2026
__________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. employer identification no.) | ||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||||||||
Registrant’s telephone number, including area code: (281) 276-6100
__________________________________________
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 | ||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||
| Item 1.01 Entry into a Material Definitive Agreement. | ||
Indenture and the 2034 Notes On June 11, 2026, Noble Finance II LLC (the “Issuer”), a Delaware corporation and wholly owned subsidiary of Noble Corporation plc, a public limited company formed under the laws of England and Wales (“Parent”), certain of the Issuer’s subsidiaries (the “Guarantors”) and HSBC Bank USA, National Association, as trustee (the “Trustee”), entered into an indenture (the “Indenture”), pursuant to which the Issuer issued $800,000,000 in aggregate principal amount of the Issuer’s 6.250% Senior Notes due 2034 (the “2034 Notes”). The 2034 Notes are unconditionally guaranteed on a senior unsecured basis by the Guarantors and will be unconditionally guaranteed on the same basis by certain of the Issuer’s future subsidiaries that guarantee certain indebtedness of the Issuer and the Guarantors. Interest and Maturity The 2034 Notes will mature on June 15, 2034, and interest on the 2034 Notes is payable semi-annually in arrears on each June 15 and December 15, commencing December 15, 2026, to holders of record on the June 1 and December 1 immediately preceding the related interest payment date, at a rate of 6.250% per annum. Optional Redemption At any time prior to June 15, 2029, the Issuer may, from time to time, redeem up to 40% of the aggregate principal amount of 2034 Notes, upon not less than 10 or more than 60 days’ notice, at a redemption price of 106.250% of the principal amount of the 2034 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more equity offerings by the Issuer, subject to certain requirements, provided that (1) at least 60.0% of the aggregate principal amount of 2034 Notes originally issued under the Indenture (excluding 2034 Notes held by the Issuer and its subsidiaries) remains outstanding immediately after giving effect to any such redemption (unless all such 2034 Notes are redeemed substantially concurrently) and (2) the redemption occurs within 180 days of the date of the closing of each such equity offering. In addition, prior to June 15, 2029, the Issuer may redeem the 2034 Notes, in whole at any time or in part from time to time, upon not less than 10 or more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the 2034 Notes redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or after June 15, 2029, the Issuer may redeem the 2034 Notes, in whole at any time or in part from time to time, upon not less than 10 or more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the 2034 Notes redeemed to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on June 15 of the years indicated below: | ||
 | ||
Change of Control If a Change of Control Triggering Event (as defined in the Indenture) occurs, each holder of 2034 Notes may require the Issuer to repurchase all or any part of that holder’s 2034 Notes for cash at a price equal to 101% of the aggregate principal amount of the 2034 Notes repurchased, plus any accrued and unpaid interest thereon, if any, to, but excluding, the date on which the notes are repurchased (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). | ||
Certain Covenants The Indenture contains covenants that, among other things and subject to certain exceptions, limit the Issuer’s ability and the ability of its restricted subsidiaries to: (i) incur, assume or guarantee additional indebtedness or issue certain preferred stock; (ii) create liens to secure indebtedness; (iii) pay distributions on equity interests, repurchase equity securities or redeem junior lien, unsecured or subordinated indebtedness; (iv) make investments; (v) restrict distributions, loans or other asset transfers from the Issuer’s restricted subsidiaries; (vi) consolidate with or merge with or into, or sell substantially all of the Issuer’s properties to, another person; (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries; (viii) designate a subsidiary as an Unrestricted Subsidiary (as defined in the Indenture); and (ix) enter into transactions with affiliates. Events of Default The Indenture contains customary events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding 2034 Notes to accelerate the amounts due under the 2034 Notes. The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form of 6.250% Senior Notes due 2034, which are filed with this Current Report on Form 8-K (this “Current Report”) as Exhibit 4.1 and Exhibit 4.2, respectively. | ||
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | ||
The information set forth under Item 1.01 of this Current Report is incorporated herein by reference. | ||
Item 9.01. Financial Statements and Exhibits. | |||||
(d) Exhibits | |||||
| EXHIBIT | |||||
| NUMBER | DESCRIPTION | ||||
| 4.1 | Indenture, dated as of June 11, 2026, among the Issuer, the Guarantors named therein and the Trustee. | ||||
| 4.2 | Form of 6.250% Senior Notes due 2034 (included as Exhibit A in Exhibit 4.1). | ||||
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | ||
| NOBLE CORPORATION plc | ||||||||||||||||||||||||||
| Date: | June 12, 2026 | By: | /s/ Jennie Howard | |||||||||||||||||||||||
| Jennie Howard | ||||||||||||||||||||||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||||||||||||||||||||||
FAQ
What type of debt did Noble (NE) issue in this 8-K?
Noble’s subsidiary issued 6.250% Senior Notes due 2034 totaling $800,000,000. These are senior unsecured obligations, guaranteed by certain subsidiaries, forming part of the group’s long-term funding structure under a new indenture with HSBC Bank USA as trustee.
What are the key terms of Noble (NE) 6.250% Senior Notes due 2034?
The notes have $800,000,000 aggregate principal, a 6.250% annual coupon, and mature on June 15, 2034. Interest is paid semi-annually on June 15 and December 15, starting December 15, 2026, to holders of record on June 1 and December 1.
When can Noble (NE) redeem the new 2034 notes and at what price?
Before June 15, 2029, Noble’s issuer subsidiary may redeem up to 40% of the notes at 106.250% using equity offering proceeds, or redeem some or all at 100% plus a make-whole premium. After June 15, 2029, redemptions are allowed at specified declining premiums.
What happens to Noble (NE) 2034 notes if there is a Change of Control?
If a defined Change of Control Triggering Event occurs, each holder can require the issuer to repurchase some or all notes at 101% of aggregate principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date, subject to standard record-date provisions.
What covenants apply to Noble (NE) under the 2034 notes indenture?
The indenture restricts the issuer and restricted subsidiaries from incurring certain additional debt, creating liens, paying equity distributions, making some investments, transferring assets, undertaking specified mergers, designating unrestricted subsidiaries and entering into certain affiliate transactions, subject to stated exceptions.
What events of default are specified for Noble (NE) 2034 notes?
Events of default include failures to make required payments, breaches of certain covenants, specified cross-defaults or accelerations of other indebtedness, certain bankruptcy and insolvency events, and failures to pay certain judgments. These allow the trustee or 25% of holders to accelerate the notes.