Noble (NYSE: NE) upsizes $800M 6.25% 2034 note refinancing deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Noble Corporation plc announced that its wholly owned subsidiary Noble Finance II LLC has priced an $800 million offering of new unsecured 6.250% Senior Notes due 2034. The deal was upsized from $500 million and the notes will be issued at par.
Noble plans to use the net proceeds, together with cash on hand, to redeem all outstanding 8.500% Senior Secured Second Lien Notes due 2030 issued by Diamond Foreign Asset Company and Diamond Finance, LLC, and $300 million of its existing 8.000% Senior Notes due 2030. Closing of the new notes is expected on or about June 11, 2026, subject to customary conditions.
Positive
- Refinancing high-coupon debt: Issuance of $800 million 6.250% Senior Notes due 2034, with planned redemption of 8.500% Senior Secured Second Lien Notes due 2030 and $300 million of 8.000% Senior Notes due 2030, lowers stated coupons and extends part of Noble’s debt maturity profile.
Negative
- None.
Insights
Noble refinances higher-cost 2030 debt with longer-dated 2034 notes.
Noble is issuing $800 million of unsecured 6.250% Senior Notes due 2034, upsized from $500 million. The notes will be sold at par, indicating a straightforward coupon structure without original issue discount in this transaction.
The company intends to use proceeds plus cash on hand to redeem all outstanding 8.500% Senior Secured Second Lien Notes due 2030 and $300 million of 8.000% Senior Notes due 2030. This shifts part of its debt stack from secured, higher-coupon 2030 maturities to unsecured, lower-coupon 2034 notes.
The transaction, expected to close on or about June 11, 2026 subject to customary conditions, extends maturities and lowers stated coupons on a significant portion of Noble’s debt. Actual impact will depend on final take-up of the redemptions and future operating performance.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New notes size: $800 million aggregate principal amount
Original planned size: $500 million aggregate principal amount
Coupon on new notes: 6.250% interest rate
+3 more
6 metrics
New notes size
$800 million aggregate principal amount
6.250% Senior Notes due 2034, upsized offering
Original planned size
$500 million aggregate principal amount
Previously announced offering size before upsizing
Coupon on new notes
6.250% interest rate
Unsecured Senior Notes due 2034
Portion of 8.000% notes to be redeemed
$300 million aggregate principal amount
8.000% Senior Notes due 2030 issued by Noble Finance II LLC
Existing secured notes coupon
8.500% interest rate
Senior Secured Second Lien Notes due 2030 to be fully redeemed
Expected closing date
On or about June 11, 2026
Closing for issuance of 6.250% Senior Notes due 2034
Key Terms
Senior Notes, aggregate principal amount, Senior Secured Second Lien Notes, qualified institutional buyers, +2 more
6 terms
Senior Notes financial
"new unsecured 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.
aggregate principal amount financial
"an offering of $800 million in aggregate principal amount of its 6.250% Senior Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Senior Secured Second Lien Notes financial
"8.500% Senior Secured Second Lien Notes due 2030 issued by Diamond Foreign Asset Company"
A senior secured second lien note is a type of loan or bond that is backed by specific company assets but is paid after a first‑lien lender if those assets must be sold. Think of it as two people holding a mortgage on the same house: the first person gets paid from a sale first, and the second person gets whatever remains; because of that lower payout priority, second‑lien notes usually offer higher interest to compensate investors for the added risk. Investors watch these for the trade-off between higher yield and greater recovery uncertainty in a default.
qualified institutional buyers regulatory
"offered in the United States only to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Rule 135c regulatory
"This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act."
forward-looking statements regulatory
"This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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 1, 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 8.01. Other Events. | ||
On June 1, 2026, Noble Corporation plc (the “Company”) issued a press release announcing that Noble Finance II LLC, a wholly-owned subsidiary of the Company (the “Issuer”), has priced an offering (the “Offering”) of $800 million in aggregate principal amount of new unsecured 6.250% Senior Notes due 2034 (the “Notes”). The Offering was upsized to $800 million in aggregate principal amount of Notes from the original offering size of $500 million in aggregate principal amount of Notes. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference. | ||
Item 9.01. Financial Statements and Exhibits. | |||||
(d) Exhibits | |||||
| EXHIBIT | |||||
| NUMBER | DESCRIPTION | ||||
| 99.1 | Press Release issued by Noble Corporation plc dated June 1, 2026. | ||||
| 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 1, 2026 | By: | /s/ Jennie Howard | |||||||||||||||||||||||
| Jennie Howard | ||||||||||||||||||||||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||||||||||||||||||||||
EXHIBIT 99.1
PRESS RELEASE |  | |||||||
NOBLE CORPORATION PLC ANNOUNCES PRICING OF UPSIZED OFFERING OF $800 MILLION PRINCIPAL AMOUNT OF 6.250% SENIOR NOTES DUE 2034
HOUSTON, TEXAS, June 1, 2026 - Noble Corporation plc (NYSE: NE, “Noble” or the “Company”) today announced that Noble Finance II LLC (the “Issuer”), a wholly owned subsidiary of the Company, has priced an offering (the “Offering”) of $800 million in aggregate principal amount of its 6.250% Senior Notes due 2034 (the “Notes”). The offering size was upsized to $800 million in aggregate principal amount of Notes from the previously announced offering size of $500 million in aggregate principal amount of Notes. The Notes will be issued at par and the Offering is expected to close on or about June 11, 2026, subject to customary closing conditions. Noble intends to use the net proceeds from the Offering, together with cash on hand, to redeem (the “Redemptions”) all of the outstanding 8.500% Senior Secured Second Lien Notes due 2030 issued by Diamond Foreign Asset Company and Diamond Finance, LLC, each a wholly owned subsidiary of the Company (the “Diamond Notes”), and $300 million in aggregate principal amount of the outstanding 8.000% Senior Notes due 2030 issued by the Issuer (the “2030 Notes”). The Redemptions are expected to be conditioned on the completion of the Offering. This press release does not constitute a notice of redemption under the optional redemption provisions of either of the indentures governing the Diamond Notes or the 2030 Notes.
The Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States only in compliance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of the Notes or any other security of Noble, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About Noble Corporation plc
Noble is a leading offshore drilling contractor for the oil and gas industry. The Company owns and operates one of the most modern, versatile, and technically advanced fleets in the offshore drilling industry. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. Noble performs, through its subsidiaries, contract drilling services with a fleet of offshore drilling units focused largely on ultra-deepwater and high specification jackup drilling opportunities in both established and emerging regions worldwide.
Forward-looking Statements
This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this communication are forward-looking statements, including those regarding the Offering, the use of proceeds therefrom and the Redemptions. Forward-looking statements involve risks, uncertainties and assumptions, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. When used in this communication, or in the documents incorporated by reference, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “shall,” “target,” “will” and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this communication and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. Risks and uncertainties include, but are not limited to, those
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detailed in Noble’s most recent Annual Report on Form 10-K, Quarterly Reports Form 10-Q and other filings with the U.S. Securities and Exchange Commission. We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us.
Contact Noble Corporation plc
Ian Macpherson
VP Finance and Investor Relations
+1 713-239-6019
imacpherson@noblecorp.com
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FAQ
What did Noble Corporation plc (NE) announce in this filing?
Noble Corporation plc announced that its subsidiary Noble Finance II LLC has priced an $800 million offering of unsecured 6.250% Senior Notes due 2034, upsized from $500 million, with closing expected around June 11, 2026, subject to customary closing conditions.
How large is Noble Corporation’s new notes offering and at what coupon?
The new offering totals $800 million in aggregate principal amount of unsecured Senior Notes bearing a 6.250% coupon and maturing in 2034. The notes will be issued at par, meaning investors pay 100% of face value for each note purchased in the transaction.
How will Noble Corporation (NE) use the proceeds from the 2034 Senior Notes?
Noble intends to use the net proceeds from the 6.250% Senior Notes, together with cash on hand, to redeem all outstanding 8.500% Senior Secured Second Lien Notes due 2030 and $300 million of its existing 8.000% Senior Notes due 2030, subject to completion of the offering.
What changed in Noble’s debt offering compared with the initial plan?
The offering size was increased from a previously announced $500 million to $800 million in aggregate principal amount of 6.250% Senior Notes due 2034. This upsizing indicates greater use of the new notes to refinance existing 2030 debt obligations within Noble’s capital structure.
When is Noble’s new 6.250% Senior Notes offering expected to close?
The 6.250% Senior Notes offering is expected to close on or about June 11, 2026, subject to customary closing conditions. The planned redemptions of the 8.500% Senior Secured Second Lien Notes and $300 million of 8.000% Senior Notes are expected to be conditioned on that closing.
Who can purchase Noble Corporation’s new 2034 Senior Notes?
The notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers. They are not registered under the Securities Act and cannot be offered or sold in the U.S. without registration or an applicable exemption under federal and state securities laws.