Noble Corporation (NYSE: NE) ups credit facility, plans $500M 2034 notes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Noble Corporation plc updated its capital structure through its financing subsidiaries. Noble Finance II LLC amended its senior secured revolving credit facility, increasing total revolving commitments from $550.0 million to $650.0 million and extending the facility’s scheduled maturity from April 18, 2028 to May 29, 2031.
Separately, Noble Finance II LLC commenced a private offering of $500 million in aggregate principal amount of unsecured senior notes due 2034, guaranteed by certain restricted subsidiaries. Noble intends 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.
Positive
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Negative
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Insights
Noble extends liquidity and refinances higher-cost secured debt with new senior notes.
Noble is expanding and terming out its bank liquidity while reshaping its bond stack. The revolving credit facility capacity rises to $650.0 million and the maturity moves from 2028 to 2031, which lengthens access to committed bank financing.
The new $500 million unsecured senior notes due 2034, if completed, are expected to fund the redemption of outstanding 8.500% Senior Secured Second Lien Notes due 2030. This shifts debt from secured second-lien into unsecured format and extends bond maturities, with overall impact depending on final pricing and market terms.
8-K Event Classification
4 items: 1.01, 2.03, 8.01, 9.01
4 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 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
Revolver commitments: $650.0 million
Prior revolver commitments: $550.0 million
Revolver new maturity: May 29, 2031
+4 more
7 metrics
Revolver commitments
$650.0 million
Total revolving commitments after Third Amendment
Prior revolver commitments
$550.0 million
Total revolving commitments before Third Amendment
Revolver new maturity
May 29, 2031
Scheduled maturity of amended revolving credit facility
Revolver prior maturity
April 18, 2028
Original scheduled maturity of revolving credit facility
Senior notes offering size
$500 million
Aggregate principal amount of unsecured senior notes due 2034
Legacy notes coupon
8.500%
Coupon on Senior Secured Second Lien Notes due 2030 to be redeemed
Legacy notes maturity
2030
Maturity year of Diamond Senior Secured Second Lien Notes
Key Terms
Third Amendment, Senior Secured Revolving Credit Agreement, unsecured senior notes, Senior Secured Second Lien Notes, +2 more
6 terms
Third Amendment financial
"entered into the Third Amendment to the Amended and Restated Senior Secured Revolving Credit Agreement"
Senior Secured Revolving Credit Agreement financial
"amends the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 18, 2023"
A senior secured revolving credit agreement is a loan contract that gives a company repeated access to borrowing up to a set limit, where lenders have first claim on specified assets if the company can’t pay. Think of it like a business credit card backed by collateral: it supplies short-term cash for operations or growth, sets rules about how the company can use funds, and matters to investors because it affects liquidity, borrowing cost, financial flexibility, and who gets paid first in a distress scenario.
unsecured senior notes financial
"aggregate principal amount of unsecured senior notes due 2034 (the "Notes")"
Unsecured senior notes are loans a company sells to investors that promise regular interest and return of principal but are not backed by specific assets as collateral; they have higher repayment priority than many other debts if the company defaults. They matter to investors because they balance relatively higher claim on repayment with greater risk than secured debt, so their interest rate and recovery prospects reflect that trade-off — like holding a higher-priority IOU without a pledged safety net.
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.
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 1.01 Entry into a Material Definitive Agreement. | ||
On May 29, 2026, Noble Finance II LLC (the “Noble Finance Borrower” or the “Issuer”), a wholly owned subsidiary of Noble Corporation plc (the “Company”), entered into the Third Amendment to the Amended and Restated Senior Secured Revolving Credit Agreement (the “Third Amendment”), among the Noble Finance Borrower and Noble International Finance Company, a wholly-owned indirect subsidiary of the Noble Finance Borrower (“NIFCO” and, together with the Noble Finance Borrower, the “Noble Borrowers”), each of the other credit parties party thereto, each of the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (the “Administrative Agent”). The Third Amendment amends the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 18, 2023 (the “A&R Credit Agreement”), among the Noble Borrowers, the lenders and other parties party thereto from time to time and the Administrative Agent, to, among other things, (i) increase the total revolving commitments under the senior secured revolving credit facility governed by the A&R Credit Agreement (the “Revolving Credit Facility”) from $550.0 million to $650.0 million and (ii) extend the scheduled maturity of the Revolving Credit Facility from April 18, 2028 to May 29, 2031. The Revolving Credit Facility, as amended by the Third Amendment, provides for revolving borrowings and the issuance of letters of credit in an aggregate amount of up to $650.0 million, subject to the terms and conditions thereof. The foregoing description of the Third Amendment is qualified in its entirety by the full text of the Third Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. | ||
| Item 2.03 Creation of a Direct Financial Obligation. | ||
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. | ||
Item 8.01. Other Events. | ||
| On June 1, 2026, the Company issued a press release announcing that, subject to market and other conditions, the Issuer intends to offer for sale $500 million in aggregate principal amount of the Issuer’s unsecured senior notes due 2034 in a private offering to eligible purchasers that is exempt from registration under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | ||
Item 9.01. Financial Statements and Exhibits. | |||||
(d) Exhibits | |||||
| EXHIBIT | |||||
| NUMBER | DESCRIPTION | ||||
10.1 | Third Amendment to the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of May 29, 2026, by and among Noble Finance II LLC, Noble International Finance Company, as a designated borrower, each of the other credit parties party thereto, each of the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | ||||
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 PROPOSED OFFERING OF $500 MILLION OF 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 commenced an offering (the "Offering") of $500 million in aggregate principal amount of unsecured senior notes due 2034 (the "Notes"). The Notes will be guaranteed by certain direct and indirect restricted subsidiaries of the Issuer. Noble intends to use the net proceeds from the Offering, together with cash on hand, to redeem (the “Redemption”) 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”). The Redemption is 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 the indenture governing the Diamond 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 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
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 Redemption. 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 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.
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Contact Noble Corporation plc
Ian Macpherson
VP Finance and Investor Relations
+1 713-239-6019
imacpherson@noblecorp.com
2
FAQ
What financing changes did Noble Corporation plc (NE) announce in this 8-K?
Noble announced an amendment to its revolving credit facility and a proposed bond issue. The revolver commitments increase to $650 million and maturity extends to 2031, while a $500 million senior notes due 2034 offering is launched to refinance existing second lien notes.
How did Noble’s revolving credit facility change under the Third Amendment?
The amendment raises total revolving commitments from $550 million to $650 million and pushes the scheduled maturity from April 18, 2028 to May 29, 2031. The facility continues to support revolving borrowings and letters of credit for Noble’s operations.
What are the key terms of Noble’s proposed $500 million senior notes due 2034?
Noble Finance II LLC started an offering of $500 million in unsecured senior notes due 2034. The notes will be guaranteed by certain restricted subsidiaries and sold in a private offering to eligible purchasers, relying on exemptions from registration under the Securities Act of 1933.
How does Noble plan to use proceeds from the new senior notes offering?
Noble intends to use net proceeds from the $500 million senior notes, 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, both wholly owned subsidiaries.
Are Noble’s new senior notes registered with the SEC?
No. The senior notes have not been registered under the Securities Act and will be offered only to qualified institutional buyers. They cannot be offered or sold in the United States without registration or an applicable exemption from registration requirements.
What risks did Noble highlight regarding the notes offering and redemption plan?
Noble described statements about the offering, use of proceeds, and redemption as forward-looking and subject to risks and uncertainties. Actual results may differ materially, and investors are directed to risk factors in Noble’s most recent Form 10-K, Form 10-Q, and other SEC filings.