e424b5
The
information in this preliminary prospectus supplement is not
complete and may be changed. This preliminary prospectus
supplement and the accompanying prospectus are not offers to
sell nor do they seek an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.
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Subject
to Completion. Dated November 18, 2008
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-155421
PROSPECTUS
SUPPLEMENT
to Prospectus dated November 18, 2008.
$
Noble Holding
International Limited
% Senior
Notes due 2014
Unconditionally
Guaranteed by
Noble Corporation
We are offering $
aggregate principal amount
of % senior notes due 2014. We
will pay interest on the notes
on
and
of each year, beginning
on ,
2009. The notes will mature
on ,
2014. We may redeem some or all of each series of the notes at
any time or from time to time at the redemption prices
calculated as described in this prospectus supplement under
Description of the Notes Optional
Redemption. The notes do not have the benefit of any
sinking fund. Payment of the notes will be fully and
unconditionally guaranteed by Noble Corporation, our indirect
parent.
The notes will be our general unsecured senior obligations. The
notes will be issued only in denominations of $1,000 and
integral multiples of $1,000 in excess thereof. The notes will
not be listed on any securities exchange.
See Risk Factors beginning on
page S-5
to read about important factors you should consider before
buying the notes.
Neither the Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus
supplement or the accompanying prospectus. Any representation to
the contrary is a criminal offense.
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Per Note
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Total
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Public offering price
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%
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$
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Underwriting discount
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%
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$
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Proceeds, before expenses, to us
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%
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$
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The initial public offering price set forth above does not
include accrued interest, if any. Interest on the notes will
accrue from November , 2008 and must be paid by
the purchasers if the notes are delivered after
November , 2008.
The underwriters expect to deliver the notes through the
facilities of The Depository Trust Company against payment in
New York, New York on or about November , 2008.
Book Running
Managers
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SunTrust
Robinson Humphrey
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Co-Managers
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Mitsubishi
UFJ Securities
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Prospectus
Supplement dated November , 2008.
TABLE OF
CONTENTS
Prospectus
Supplement
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Page
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iii
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S-1
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S-5
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S-7
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S-8
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S-9
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S-10
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S-11
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S-24
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S-25
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S-28
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Prospectus
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About This Prospectus
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Where You Can Find More Information
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Incorporation of Certain Information By Reference
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Cautionary Statement Regarding Forward-Looking Statements
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About Noble
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1
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About Noble Drilling
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1
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About NHIL
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Risk Factors
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2
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Use of Proceeds
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2
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Ratio of Earnings to Fixed Charges
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2
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Description of Debt Securities
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2
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Description of Authorized Shares
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Warrants
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19
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Plan of Distribution
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Legal Matters
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Experts
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No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this
prospectus. You must not rely on any unauthorized information or
representations. This prospectus is an offer to sell only the
notes offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information
contained in this prospectus is current only as of its date.
No invitation whether directly or indirectly may be made to the
public in the Cayman Islands to subscribe for the notes unless
the Issuer is listed on the Cayman Islands Stock Exchange.
i
ABOUT THIS
PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the
prospectus supplement, which describes specific terms of the
notes, the specific terms of this offering and adds to and
updates information contained in the accompanying prospectus and
the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus. The second part, the
accompanying prospectus, provides more general information about
the notes and other securities that may be offered from time to
time using such prospectus, some of which general information
does not apply to this offering. Generally, when we refer to the
prospectus, we are referring to both parts of this document
combined. You should read both this prospectus supplement and
the accompanying prospectus, together with additional
information described in the accompanying prospectus under the
headings Where You Can Find More Information and
Incorporation of Certain Information by Reference.
If the information in the prospectus supplement differs from the
information in the accompanying prospectus, the information in
the prospectus supplement supersedes the information in the
accompanying prospectus.
Any statement made in this prospectus supplement or in a
document incorporated by reference in this prospectus supplement
and the accompanying prospectus will be deemed to be modified or
superseded for purposes of this prospectus supplement to the
extent that a statement contained in this prospectus supplement
or in any other subsequently filed document that is also
incorporated by reference in this prospectus supplement and the
accompanying prospectus modifies or supersedes that statement.
Any statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of
this prospectus supplement. See Incorporation of Certain
Information by Reference in the accompanying prospectus.
You should rely only on the information contained in or
incorporated by reference in this prospectus supplement, the
accompanying prospectus or any free writing prospectus provided
in connection with this offering. Neither we nor the
underwriters have authorized anyone else to provide you with
different information. Neither we nor the underwriters are
making any offer of these securities in any jurisdiction where
the offer is not permitted. The information contained or
incorporated by reference in this prospectus supplement, the
accompanying prospectus and any free writing prospectus provided
in connection with this offering is accurate only as of the
respective dates thereof or, in the case of information
incorporated by reference, only as of the date of such
information, regardless of the time of delivery of this
prospectus supplement, the accompanying prospectus or any free
writing prospectus. The business, financial condition, results
of operations and prospects of Noble Holding International
Limited and Noble Corporation, the guarantor of the notes, may
have changed since such dates. It is important for you to read
and consider all the information contained in this prospectus
supplement and the accompanying prospectus, including the
documents incorporated by reference therein, in making your
investment decision.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus
include or incorporate by reference forward-looking
statements within the meaning of Section 27A of the
U.S. Securities Act of 1933, as amended, and
Section 21E of the U.S. Securities Exchange Act of
1934, as amended. All statements other than statements of
historical facts included in this prospectus supplement and the
accompanying prospectus or in the documents incorporated by
reference regarding the financial position, business strategy,
plans and objectives of management of Noble Corporation for
future operations, industry conditions and indebtedness covenant
compliance are forward-looking statements. When used in this
prospectus supplement and the accompanying prospectus or in the
documents incorporated by reference, the words
anticipate, believe,
estimate, expect, intend,
may, plan, project,
should and similar expressions are intended to be
among the statements that
ii
identify forward-looking statements. Although we and Noble
Corporation believe that the expectations reflected in such
forward-looking statements are reasonable, we and Noble
Corporation cannot assure you that such expectations will prove
to have been correct. We and Noble Corporation have identified
factors that could cause actual plans or results to differ
materially from those included in any forward-looking
statements. These factors include, among others, those described
in Risk Factors below, in the accompanying
prospectus or in the SEC filings of Noble Corporation. Such
risks and uncertainties are beyond our ability or the ability of
Noble Corporation to control, and in many cases, neither we nor
Noble Corporation can predict the risks and uncertainties that
could cause our actual results or those of Noble Corporation to
differ materially from those indicated by the forward-looking
statements. You should consider these risks before investing in
the notes.
ENFORCEABILITY OF
CIVIL LIABILITIES AGAINST FOREIGN PERSONS
Noble Corporation and Noble Holding International Limited, or
NHIL, are Cayman Islands exempted companies, and certain of
their officers and directors may be residents of various
jurisdictions outside the United States. All or a substantial
portion of the assets of Noble Corporation and NHIL and the
assets of these persons may be located outside the United
States. As a result, it may be difficult for investors to effect
service of process within the United States upon these
persons or to enforce any U.S. court judgment obtained
against these persons that is predicated upon the civil
liability provisions of the Securities Act of 1933. Noble
Corporation and NHIL have agreed to be served with process with
respect to actions based on offers and sales of the notes. To
bring a claim against Noble Corporation or NHIL, you may serve
Noble Corporations Corporate Secretary, Noble Corporation,
13135 South Dairy Ashford, Suite 800, Sugar Land, Texas
77478, our U.S. agent appointed for that purpose.
Maples and Calder, our Cayman Islands legal counsel, has advised
us that there is doubt as to whether Cayman Islands courts would
enforce (1) judgments of U.S. courts obtained in
actions against us or other persons that are predicated upon the
civil liability provisions of the Securities Act of 1933 or
(2) original actions brought against us or other persons
predicated upon the Securities Act of 1933. There is no
statutory recognition in the Cayman Islands of judgments
obtained in the United States nor any relevant treaty in
place. However, the courts of the Cayman Islands will in certain
circumstances recognize and enforce a non-penal judgment of a
foreign court of competent jurisdiction without retrial on the
merits. The courts of the Cayman Islands will recognize a
foreign judgment as the basis for a claim at common law in the
Cayman Islands provided such judgment:
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is given by a competent foreign court;
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imposes on the judgment debtor a liability to pay a liquidated
sum for which the judgment has been given;
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is final;
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is not in respect of taxes, a fine or a penalty; and
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was not obtained in a manner and is not of a kind the
enforcement of which is contrary to the public policy of the
Cayman Islands.
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iii
SUMMARY
This summary highlights information contained elsewhere in
this prospectus supplement and the accompanying prospectus. This
summary may not contain all of the information that is important
to you. The information is qualified in its entirety by
reference to detailed information and financial statements
appearing elsewhere in this prospectus supplement and the
accompanying prospectus and in the documents incorporated herein
by reference and, therefore, should be read together with those
documents. To understand fully the offering and the business of
Noble Corporation and its subsidiaries, including Noble Holding
International Limited, we strongly encourage you to read
carefully this entire prospectus supplement and the accompanying
prospectus and the other documents incorporated herein by
reference.
In the sections of this prospectus supplement that describe
the business of Noble Corporation, unless the context otherwise
indicates, references to Noble, us,
we, our and like terms refer to Noble
Corporation together with its subsidiaries and unconsolidated
affiliates. Noble Holding International Limited, or NHIL, is an
indirect, wholly-owned subsidiary of Noble. The notes are
obligations of NHIL and, to the extent described in this
prospectus supplement, are guaranteed by Noble. Accordingly, in
the other sections of this prospectus supplement, including
The Offering and Description of the
Notes, unless the context otherwise indicates, references
to NHIL, us, we,
our and like terms refer to NHIL and its
subsidiaries, but not Noble or its other subsidiaries.
Noble Holding
International Limited
NHIL is an indirect, wholly-owned subsidiary of Noble. NHIL
performs, through its subsidiaries, contract drilling services
with a fleet of 44 offshore drilling units located worldwide,
principally in the Middle East, India, Mexico, the North Sea,
Brazil, and West Africa. NHILs fleet consists of seven
semisubmersibles, four dynamically positioned drillships and
33 jackups. This fleet count includes five rigs currently
under construction. All of NHILs fleet is currently
deployed internationally. NHIL is a Cayman Islands exempted
company.
Noble
Corporation
Noble is a leading offshore drilling contractor for the oil and
gas industry. Noble performs, through its subsidiaries,
including NHIL, contract drilling services with a fleet of 63
offshore drilling units located worldwide, including in the
Middle East, India, the U.S. Gulf of Mexico, Mexico the
North Sea, Brazil, and West Africa. This fleet consists of 13
semisubmersibles, four dynamically positioned drillships,
43 jackups and three submersibles. This fleet count
includes five rigs currently under construction.
Nobles long-standing business strategy is the active
expansion of its worldwide offshore drilling and deepwater
capabilities through acquisitions, upgrades and modifications,
and the deployment of drilling assets in important geological
areas. Noble has also actively expanded its offshore drilling
and deepwater capabilities in recent years through the
construction of new rigs.
Noble and its predecessors have been engaged in the contract
drilling of oil and gas wells for others domestically since 1921
and internationally during various periods since 1939.
Nobles principal executive offices are located at 13135
South Dairy Ashford, Suite 800, Sugar Land, Texas 77478,
and its telephone number is
(281) 276-6100.
Noble is a Cayman Islands exempted company.
S-1
The
Offering
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Issuer |
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Noble Holding International Limited, or NHIL. |
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Notes Offered |
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$ million principal amount
of % Senior Notes due 2014. |
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Maturity Date |
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,
2014. |
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Interest Rate |
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% per
annum, accruing
from ,
2008. |
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Interest Payment Dates |
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and
of each year, beginning
on ,
2009. |
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Guarantee |
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The due and punctual payment of the principal of, premium, if
any, interest on and all other amounts due under the notes will
be guaranteed by Noble Corporation, our indirect parent. |
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Optional Redemption |
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NHIL will have the option to redeem the notes, at any time or
from time to time, in whole or in part and on any date before
maturity, at a price equal to 100% of the principal amount of
notes redeemed plus (1) accrued interest to the redemption
date and (2) a make-whole premium, if any. See
Description of the Notes Optional
Redemption in this prospectus supplement. |
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Ranking |
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The notes will: |
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be NHILs general unsecured senior obligations;
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rank equally with all of NHILs future
unsecured senior indebtedness;
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be effectively subordinated to any of NHILs
future secured indebtedness;
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be effectively subordinated to all future secured
and unsecured indebtedness of NHILs subsidiaries; and
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rank senior to any of NHILs future
subordinated indebtedness.
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The due and punctual payment of the principal of, premium, if
any, interest on and all other amounts due under the notes will
be fully and unconditionally guaranteed by Noble. The guarantee
will (a) be a general unsecured senior obligation of Noble, (b)
rank equal in right of payment to the existing and future senior
unsecured indebtedness of Noble and to other guarantees of Noble
that are senior, unsecured obligations and, (c) be effectively
subordinated to any of Nobles future secured indebtedness
and to all future secured and unsecured indebtedness of
Nobles subsidiaries. |
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At September 30, 2008, Noble and its subsidiaries, other
than NHIL, had an aggregate of $726.9 million of debt
(including current maturities) outstanding, including
$349.8 million of debt of Noble that is guaranteed by one
or more of its subsidiaries, other than NHIL, and
$377.1 million of debt issued by one or more of such other
subsidiaries and guaranteed by Noble. As of September 30,
2008, Noble and its subsidiaries |
S-2
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had $25.4 million of secured indebtedness, which is
included in the amounts above. |
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See Description of the Notes in this prospectus
supplement. |
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Certain Covenants |
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The indenture governing the notes will contain covenants that,
among other things, will limit the ability of Noble and its
subsidiaries, including NHIL, to: |
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create certain liens;
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engage in certain sale and lease-back
transactions; and
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amalgamate, merge, consolidate and sell assets,
except under certain conditions.
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These covenants have various exceptions and qualifications,
which are described under Description of the
Notes Certain Covenants in this prospectus
supplement. |
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Future Issuances |
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Initially, the notes will be limited to
$ million in aggregate
principal amount. NHIL may, however, reopen the
series of notes and issue an unlimited amount of additional
notes of this series in the future. |
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Ratings |
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We anticipate that the notes will be assigned a rating of A- by
Standard & Poors and Baa1 by Moodys. Credit
ratings are not recommendations to purchase, hold or sell
securities inasmuch as such ratings do not comment as to market
price or suitability for a particular investor. We cannot assure
you that any rating will remain in effect for any given period
by a rating agency in the future. We are under no obligation to
advise noteholders if such rating changes over time. |
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Use of Proceeds |
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We estimate that the net proceeds from this offering will be
approximately $ million,
after underwriting discounts and estimated offering expenses. We
intend to transfer the net proceeds to Noble as advances,
distributions, repayment of outstanding intercompany
indebtedness or a combination of these. Noble intends to use the
net proceeds to repay $150 million of long-term debt of a
subsidiary of Noble that matures in March 2009, $23 million
of project financing debt of a subsidiary of Noble that matures
in January 2009 and outstanding balances under Nobles
unsecured revolving bank credit facility, in each case plus
accrued interest. The remainder will be used for general
corporate purposes. At October 31, 2008, Noble had
$80 million of borrowings outstanding under its revolving
credit facility. |
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Affiliates of all of the underwriters are lenders under
Nobles credit facility and, accordingly, will receive a
portion of the net proceeds from the offering. See Use of
Proceeds in this prospectus supplement. |
S-3
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Absence of a Public Market for the Notes
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The notes will be a new issue of securities for which there is
currently no market. We cannot provide any assurance about: |
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the presence or the liquidity of any trading market
for the notes;
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your ability to sell notes that you purchase at a
particular time;
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the prices at which you will be able to sell your
notes; or
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the level of liquidity of the trading market for the
notes.
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Future trading prices of the notes will depend upon many
factors, including: |
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our operating performance and financial condition;
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the interest of securities dealers in making a
market and the number of available buyers;
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the market for similar securities; and
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prevailing interest rates.
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Although the underwriters have advised us that they intend to
make a market in the notes, they are not obligated to do so. The
underwriters may discontinue any market-making in the notes at
any time in their sole discretion. We do not intend to apply for
listing of the notes on any national securities exchange. |
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Risk Factors |
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We urge you to consider carefully the risks described in
Risk Factors, beginning on
page S-5,
and elsewhere in or incorporated by reference in this prospectus
supplement and the accompanying prospectus, before purchasing
the notes in order to evaluate your investment. |
S-4
RISK
FACTORS
You should carefully consider the following risk factors, in
addition to the other information contained in this prospectus
supplement, the accompanying prospectus and the periodic reports
of Noble that we are incorporating by reference into this
prospectus supplement, including the information set forth in
Part I, Item 1A, Risk Factors, of
Nobles Annual Report on
Form 10-K
for the year ended December 31, 2007, and in Part II,
Item 1A, Risk Factors, of Nobles
Quarterly Reports on
Form 10-Q
for the quarters ended March 31, 2008, June 30, 2008
and September 30, 2008, before purchasing any notes offered
hereby.
Risks Relating to
the Notes
There is no
established trading market for the notes, and therefore there
are uncertainties regarding the price and terms on which a
holder could dispose of the notes, if at all.
The notes will constitute a new issue of securities with no
established trading market. We have not applied to list the
notes on any national securities exchange or inter-dealer
quotation system. The underwriters have advised us that they
intend to make a market in the notes, but they are not obligated
to do so. The underwriters may discontinue any market-making in
the notes at any time, in their sole discretion. As a result, we
are unable to assure you as to the presence or the liquidity of
any trading market for the notes.
We cannot assure you that you will be able to sell your notes at
a particular time or that the prices that you receive if and
when you sell will be favorable. We also cannot assure you as to
the level of liquidity of the trading market for the notes.
Future trading prices of the notes will depend on many factors,
including:
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our operating performance and financial condition;
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the interest of securities dealers in making a market and the
number of available buyers;
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the market for similar securities; and
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prevailing interest rates.
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You should not purchase notes unless you understand and know you
can bear all of the investment risks involving the notes.
The notes are
obligations exclusively of NHIL and Noble, as Guarantor, and not
of our subsidiaries or Nobles other subsidiaries, and
payments to holders of the notes will be effectively
subordinated to the claims of such other subsidiaries
creditors.
The notes are obligations exclusively of NHIL and Noble, as
guarantor of payment of the notes, and not of our subsidiaries
or Nobles other subsidiaries. We conduct our operations
primarily through our subsidiaries, and our subsidiaries
generate substantially all of our operating income and cash
flow. As a result, distributions or advances from our
subsidiaries are important sources of funds to meet our
debt-service obligations. Contractual provisions or laws, as
well as our subsidiaries financial condition and operating
requirements, may limit our ability to obtain from our
subsidiaries cash that we need to pay our debt-service
obligations, including payments on the notes. Our subsidiaries
will be permitted under the terms of the indenture to incur
additional indebtedness that may restrict or prohibit the making
of distributions, the payment of dividends or the making of
loans by such subsidiaries to us. We cannot assure you that the
agreements governing the current and future indebtedness of our
subsidiaries will permit our subsidiaries to provide us with
sufficient dividends, distributions or loans to fund payments on
the notes when due. In addition, holders of the notes
effectively will have a subordinated position to the claims of
creditors of our subsidiaries on their assets and earnings.
Our right to receive any assets of any of our subsidiaries upon
their liquidation or reorganization, and, therefore, the right
of the holders of the notes to participate in those assets will
be structurally
S-5
subordinated to all indebtedness and other liabilities of such
subsidiaries. As a result, holders of the notes have a junior
position to the claims of creditors of such subsidiaries on
their assets and earnings. At September 30, 2008, Noble and
its subsidiaries, other than NHIL, had an aggregate of
$726.9 million of long-term debt (including current
maturities) outstanding, including $349.8 million of debt
of Noble that is guaranteed by one or more of its subsidiaries,
other than NHIL, and $377.1 million of debt issued by one
or more of such other subsidiaries and guaranteed by Noble.
As of September 30, 2008, neither we nor our subsidiaries
had incurred any debt. Giving effect to the issuance of the
notes hereby and the application of the estimated proceeds
therefrom as described under Use of Proceeds, the
long-term debt (including current maturities) of Noble and its
subsidiaries (including NHIL) at September 30, 2008 would
have been $ million, and
NHILs long-term debt would have been
$ million. See Use of
Proceeds.
Payments on
the notes, including under the Guarantee, will be effectively
subordinated to claims of our secured creditors.
The notes represent unsecured obligations of NHIL. Accordingly,
any secured creditor of NHIL will have claims that are superior
to your claims as holders of the notes to the extent of the
value of the assets securing that other indebtedness. Similarly,
the guarantee of the notes will effectively rank junior to any
secured debt of Noble, as the guarantor, to the extent of the
value of the assets securing that debt. In the event of any
distribution or payment of assets of NHIL in any foreclosure,
dissolution,
winding-up,
liquidation, reorganization or other bankruptcy proceeding,
secured creditors of NHIL will have a superior claim to their
collateral. If any of the foregoing events occur, we cannot
assure you that there will be sufficient assets to pay amounts
due on the notes. Holders of the notes will participate ratably
with all holders of unsecured senior indebtedness of NHIL, and
with all of our other general senior creditors, based upon the
respective amounts owed to each holder or creditor, in the
remaining assets of NHIL. As a result, holders of notes may
receive less, ratably, than secured creditors of NHIL. At
September 30, 2008, Noble and its subsidiaries, other than
NHIL, had $25.4 million of secured debt and NHIL had no
secured debt.
We could enter
into various transactions that could Increase the amount of our
outstanding debt, adversely affect our capital structure or
credit ratings or otherwise adversely affect holders of the
notes.
The terms of the notes do not prevent either NHIL or Noble from
entering into a variety of acquisition,
change-of-control,
refinancing, recapitalization or other highly leveraged
transactions. As a result, each of NHIL and Noble could enter
into a variety of transactions that could increase the total
amount of its outstanding indebtedness, adversely affect its
capital structure or credit ratings or otherwise adversely
affect the holders of the notes.
To service our
indebtedness, we will use a significant amount of cash. Our
ability to generate cash to service our indebtedness depends on
many factors beyond our control.
Our ability to make payments on our indebtedness, including
these notes, and to fund planned capital expenditures will
depend on our ability to generate cash in the future. This
ability, to a certain extent, is subject to general economic,
financial, competitive, legislative, regulatory and other
factors that are beyond our control. We cannot assure you that
cash flow generated from our business and other sources of cash,
including future borrowings by Noble under its credit facility,
will be sufficient to enable us to pay our indebtedness,
including these notes, and to fund our other liquidity needs.
S-6
NOBLE CORPORATION
SELECTED FINANCIAL DATA
The following selected financial data are qualified by reference
to, and should be read in conjunction with, Nobles
consolidated financial statements and accompanying notes thereto
and Managements Discussion and Analysis of Financial
Condition and Results of Operations, all of which are
incorporated by reference into this prospectus. See Where
You Can Find More Information in the accompanying
prospectus. Consolidating financial information regarding NHIL
is included in Nobles Current Report on
Form 8-K
dated November 18, 2008, which is incorporated by reference
into this prospectus.
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Nine Months
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Ended
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September 30,
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Year Ended December 31,
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2008
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2007
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2006
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2005
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2004
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2003
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(In thousands, except per share amounts and ratios)
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STATEMENT OF INCOME DATA
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Operating revenues
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$
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2,536,347
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$
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2,995,311
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$
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2,100,239
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$
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1,382,137
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$
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1,066,231
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$
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987,380
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Net income
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1,142,428
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1,206,011
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731,866
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296,696
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146,086
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166,416
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Net income per share:
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Basic
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$
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4.30
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4.52
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2.69
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1.09
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0.55
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0.63
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Diluted
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4.26
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4.48
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2.66
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1.08
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0.55
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0.63
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BALANCE SHEET DATA (at end of period)
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Cash and cash equivalents(1)
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$
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213,653
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$
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161,058
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$
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61,710
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$
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166,302
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$
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191,578
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$
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237,843
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Property and equipment, net
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5,395,063
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4,795,916
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3,858,393
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2,999,019
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2,743,620
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2,625,866
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Total assets
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6,611,157
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5,876,006
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4,585,914
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4,346,367
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3,307,973
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3,189,633
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Long-term debt
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701,519
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774,182
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684,469
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1,129,325
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503,288
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541,907
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Total debt(2)
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726,871
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784,516
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694,098
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1,138,297
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511,649
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589,573
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Shareholders equity
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4,962,696
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4,308,322
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3,228,993
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2,731,734
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2,384,434
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2,178,425
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OTHER DATA
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Net cash provided by operating activities
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$
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1,331,665
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$
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1,414,373
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$
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988,715
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$
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529,010
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$
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332,221
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$
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365,308
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Capital expenditures
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880,110
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1,287,043
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1,122,061
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545,095
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333,989
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344,118
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Cash dividends declared per share(3)
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0.87
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0.12
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0.08
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0.05
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Ratio of earnings to fixed charges(4)
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34.9
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22.7
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16.7
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10.9
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5.4
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5.5
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(1) |
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Consists of cash and cash equivalents as reported on our
consolidated balance sheets under current assets. |
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(2) |
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Consists of long-term debt and current portion of long-term debt. |
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(3) |
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In October 2004, our board of directors took action to modify
our then existing dividend policy and to institute a new policy
in the first quarter of 2005 for the payment of a quarterly cash
dividend. |
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(4) |
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For the purpose of calculating the ratio of earnings to fixed
charges, earnings is determined by adding
total fixed charges (excluding interest
capitalized), income taxes, minority interest in net income (or
reduction for minority interest in net loss) and amortization of
interest capitalized to income from continuing operations after
eliminating equity in undistributed earnings and adding back
losses of companies in which at least 20 percent but less
than 50 percent equity is owned. For this purpose,
total fixed charges consists of (1) interest on
all indebtedness and amortization of debt discount and expense,
(2) interest capitalized and (3) an interest factor
attributable to rentals. |
S-7
USE OF
PROCEEDS
We estimate that the net proceeds from this offering will be
approximately $ million,
after underwriting discounts and estimated offering expenses. We
intend to transfer the net proceeds to Noble as advances,
distributions, repayment of outstanding intercompany
indebtedness or a combination of these. Noble intends to use the
net proceeds to repay $150 million of long-term debt of a
subsidiary of Noble that matures in March 2009, $23 million of
project financing debt of a subsidiary of Noble that matures in
January 2009 and outstanding balances under Nobles
unsecured revolving bank credit facility, in each case plus
accrued interest. The remainder will be used for general
corporate purposes.
As of October 31, 2008, there were $80 million of
borrowings outstanding under Nobles unsecured revolving
bank credit facility. The weighted average interest rate on the
total amount outstanding at October 31, 2008 was 3.99%.
Nobles unsecured revolving bank credit facility matures on
March 15, 2013. Nobles borrowings under the credit
facility in the most recent year were incurred for working
capital purposes and capital expenditures.
Affiliates of all of the underwriters are lenders under
Nobles credit facility and, accordingly, will receive a
portion of the net proceeds from the offering. See
Underwriting.
S-8
CAPITALIZATION
The following table sets forth Nobles (i) cash and
cash equivalents and (ii) capitalization at
September 30, 2008 on an actual basis and as adjusted to
reflect the issuance of the notes hereby and the application of
the estimated net proceeds therefrom as described under
Use of Proceeds. The as adjusted column does not
reflect any borrowings under Nobles revolving bank credit
facility after September 30, 2008. You should read this
table in conjunction with Nobles consolidated financial
statements and related notes and other financial data included
in, or incorporated by reference, into this prospectus. See
Selected Financial Data.
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September 30, 2008
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Actual
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As Adjusted
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(In thousands)
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Cash and cash equivalents
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$
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213,653
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$
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Current portion of long-term debt
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$
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25,352
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$
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Long-term debt:
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Long-term debt (excluding notes offered hereby)
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701,519
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Notes offered hereby
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Total long-term debt
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701,519
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Shareholders equity
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4,962,696
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Total capitalization
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$
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5,689,567
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$
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S-9
DESCRIPTION OF
CERTAIN OTHER INDEBTEDNESS
As of September 30, 2008, NHIL and its subsidiaries had no
debt outstanding.
Noble has a $600 million unsecured credit facility, which
is scheduled to mature on March 15, 2013. From
March 15, 2012 through March 15, 2013, the total
amount available under the credit facility will be
$575 million, but we have the right to seek an increase of
the total amount available to $600 million. We may, subject
to certain conditions, request that the term of the credit
facility be extended for an additional one-year period. Noble
Drilling Corporation, an indirect wholly owned subsidiary of
Noble, which we refer to as Noble Drilling, has guaranteed the
obligations under the credit facility. In addition, in
connection with the offering of the notes, NHIL will guarantee
the obligations under the credit facility. The credit facility
provides Noble with the ability to issue up to $150 million
in letters of credit. While Nobles issuance of letters of
credit does not increase its borrowings outstanding, it does
reduce the amount available. At September 30, 2008, Noble
had $50 million in borrowings and no letters of credit
outstanding under this facility, leaving $550 million
remaining available under the credit facility.
Noble and Noble Holding (U.S.) Corporation, a wholly-owned
subsidiary of Noble, which we refer to as NHC, are guarantors
for certain debt securities issued by Noble Drilling. These debt
securities consist of $150 million principal amount of
6.95% Senior Notes due 2009 and $202 million principal
amount of 7.50% Senior Notes due 2019. These guarantees of
the 2009 notes and 2019 notes are full and unconditional. In
December 2005, Noble Drilling Holding LLC, an indirect
wholly-owned subsidiary of Noble, became a co-obligor on (and
effectively a guarantor of) the 2009 notes and 2019 notes.
Noble Drilling is a guarantor of Nobles 5.875% Senior
Notes due 2013. Noble Drillings guarantee of the Noble
2013 notes is full and unconditional. The outstanding principal
balance of the 2013 notes at September 30, 2008 was
$300 million.
Noble had letters of credit of $178 million and performance
and tax assessment bonds totaling $328 million supported by
surety bonds outstanding at September 30, 2008.
Additionally, certain of Nobles subsidiaries issue, from
time to time, guarantees of the temporary import status of rigs
or equipment imported into certain countries in which they
operate. These guarantees are issued in lieu of payment of
custom, value added or similar taxes in those countries.
At September 30, 2008 and December 31, 2007, Noble had
no off-balance sheet debt or other off-balance sheet
arrangements.
At September 30, 2008, Noble and its subsidiaries, other
than NHIL, had an aggregate of $726.9 million of debt
(including current maturities) outstanding, including
$349.8 million of debt of Noble that is guaranteed by one
or more of its subsidiaries, other than NHIL, and
$377.1 million of debt issued by one or more of such other
subsidiaries and guaranteed by Noble. These amounts include
$25.4 million of secured indebtedness of Noble and its
subsidiaries.
As of September 30, 2008, we and our subsidiaries had no
debt. Giving effect to the issuance of the notes hereby and the
application of the estimated net proceeds therefrom as described
under Use of Proceeds, the debt (including current
maturities) of Noble and its subsidiaries at September 30,
2008 would have been
$ million, including
$ million represented by the
notes.
S-10
DESCRIPTION OF
THE NOTES
The notes offered by this prospectus supplement will constitute
a single series of senior debt securities of NHIL as described
below and in the accompanying prospectus. The notes will be
issued under an indenture between NHIL, as issuer, and The Bank
of New York Mellon Trust Company, N.A., as trustee, and a
supplemental indenture among NHIL, as issuer, the trustee and
Noble, as guarantor. In this section, references to the
indenture refer to the indenture as supplemented and
amended by the supplemental indenture. The summary of selected
provisions of the notes and the indenture referred to below
supplements, and to the extent inconsistent supersedes and
replaces, the description of the general terms and provisions of
the senior debt securities and the indenture contained in the
accompanying prospectus under the caption Description of
Debt Securities. This summary is not complete and is
qualified by reference to provisions of the notes and the
indenture. Forms of the notes and the indenture, including the
supplemental indenture providing for the guarantee by Noble,
have been or will be filed by Noble with the SEC, and you may
obtain copies as described under Where You Can Find More
Information in the accompanying prospectus. Capitalized
terms used and not defined in this description have the meaning
given them in the accompanying prospectus or the indenture.
In this section, references to NHIL, we,
our, us and the Company mean
NHIL excluding, unless otherwise expressly stated or the context
otherwise requires, its subsidiaries, and references to
Noble mean Noble Corporation, excluding, unless
otherwise expressly stated or the context otherwise requires,
its subsidiaries.
General
The notes will constitute a single series of senior debt
securities under the indenture, initially limited to
$ million aggregate principal
amount. We may, from time to time, without giving notice to or
seeking the consent of the holders of the debt securities, issue
additional notes having the same ranking, interest rate,
maturity and other terms as the notes issued in this offering.
Any additional notes having such similar terms together with the
previously issued notes will constitute a single series of debt
securities under the indenture.
The notes will mature
on ,
2014 and will bear interest at the rate
of % per annum, accruing
from ,
2008. Interest on the notes will be paid semi-annually, in
arrears,
on
and
to the holders of record at the close of business on
the
and
immediately preceding the applicable interest payment date.
Interest on the notes will be computed on the basis of a
360-day year
of twelve
30-day
months.
If any interest payment date, redemption date or the maturity
date of the notes is not a business day at any place of payment,
then payment of the principal, premium, if any, and interest may
be made on the next business day at that place of payment. In
that case, no interest will accrue on the amount payable for the
period from and after the applicable interest payment date,
redemption date or maturity date, as the case may be.
The notes initially will be issued in book-entry form and
represented by one or more global notes deposited with, or on
behalf of, The Depository Trust Company, as Depositary, and
registered in the name of Cede & Co., its nominee.
This means that you will not be entitled to receive a
certificate for the notes that you purchase except under the
limited circumstances described below under the caption
Book-Entry, Delivery and Form. If any of
the notes are issued in certificated form they will be issued
only in fully registered form without coupons, in denominations
of $1,000 and integral multiples of $1,000.
So long as the notes are in book-entry form, you will receive
payments and may transfer notes only through the facilities of
the Depositary and its direct and indirect participants. See
Book-Entry, Delivery and Form below. We
will maintain an office or agency in the Borough of Manhattan,
The City of New York where notices and demands in respect of the
notes and the indenture may be delivered
S-11
to us and where certificated notes may be surrendered for
payment, registration of transfer or exchange. That office or
agency will initially be the office of the agent of the trustee
in the City of New York, which is currently located at, The
Bank of New York Mellon Corporation, Corporate Trust Operations,
Reorganization Unit, 101 Barclay Street - 7 East, New York,
New York 10286.
So long as the notes are in book-entry form, we will make
payments on the notes to the Depositary or its nominee, as the
registered owner of the notes, by wire transfer of immediately
available funds. If notes are issued in definitive certificated
form under the limited circumstances described below under the
caption Book-Entry, Delivery and Form,
we will have the option of paying interest by check mailed to
the addresses of the persons entitled to payment or by wire
transfer to bank accounts in the United States designated in
writing to the trustee at least 15 days before the
applicable payment date by the persons entitled to payment.
We will pay principal of and any premium on the notes at stated
maturity, upon redemption or otherwise, upon presentation of the
notes at the office of the trustee, as our paying agent. In our
discretion, we may appoint one or more additional paying agents
and security registrars and designate one or more additional
places for payment and for registration of transfer, but we must
at all times maintain a place of payment of the notes and a
place for registration of transfer of the notes in the Borough
of Manhattan, The City of New York.
We will be entitled to redeem the notes at our option as
described below under the caption Optional
Redemption. You will not be permitted to require us to
redeem or repurchase the notes. The notes will not be subject to
a sinking fund.
Ranking of Notes;
Guarantee
The notes will be our unsecured and unsubordinated obligations
and will rank on a parity in right of payment with any and all
of our other unsecured and unsubordinated indebtedness. The
notes are our obligations exclusively, and are not the
obligations of any of our subsidiaries or other subsidiaries of
Noble. Because we conduct our operations primarily through our
subsidiaries and substantially all of our consolidated assets
are held by our subsidiaries, we depend on the cash flow of our
subsidiaries to meet our obligations, including our obligations
under the notes. As a result, the notes will be effectively
subordinated to any and all existing and future indebtedness and
other liabilities and commitments (including trade payables and
lease obligations) of our subsidiaries. In the event of a
bankruptcy, liquidation or reorganization of any of these
subsidiaries, the subsidiaries will pay the holders of their
debt and their trade creditors before they will be able to
distribute any of their assets to us.
As of September 30, 2008, neither we nor our subsidiaries
have incurred any indebtedness.
The due and punctual payment of the principal of, premium, if
any, interest on and all other amounts due under the notes will
be fully and unconditionally guaranteed by Noble, our indirect
parent. The guarantee will be the general unsecured obligation
as to payment of Noble and will rank equal in right of payment
to all existing and future unsecured and unsubordinated
indebtedness of Noble, including other guarantees by Noble in
favor of its subsidiaries other than NHIL. Because Noble
conducts its operations primarily through its subsidiaries and
substantially all of its consolidated assets are held by the
subsidiaries of Noble, Noble depends on the cash flow of its
subsidiaries to meet its obligations, including its obligations
under the guarantee relating to the notes. As a result, the
guarantee will be effectively subordinated to any and all
existing and future indebtedness and other liabilities and
commitments (including trade payables and lease obligations) of
the subsidiaries of Noble other than NHIL. In the event of a
bankruptcy, liquidation or reorganization of any of these
subsidiaries, the subsidiaries will pay the holders of their
debt and their trade creditors before they will be able to
distribute any of their assets to Noble.
At September 30, 2008, Noble and its subsidiaries, other
than NHIL, had an aggregate of $726.9 million of debt
(including current maturities) outstanding, including
$349.8 million of debt of
S-12
Noble that is guaranteed by one or more of its subsidiaries,
other than NHIL, and $377.1 million of debt issued by one
or more of such other subsidiaries and guaranteed by Noble.
These amounts include $25.4 million of secured indebtedness
of Noble and its subsidiaries. As of September 30, 2008, we
and our subsidiaries had no debt.
Optional
Redemption
The notes will be redeemable, at our option, at any time or from
time to time, in whole or in part, on any date prior to maturity
(the Redemption Date) in principal
amounts of $1,000 or any integral multiple of $1,000 at a price
(the Redemption Price) equal to 100% of
the principal amount of the notes being redeemed plus accrued
and unpaid interest to 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), plus a Make-Whole Premium,
if any is required to be paid. The Redemption Price will
never be less than 100% of the principal amount of the notes
plus accrued interest to the Redemption Date.
The amount of the Make-Whole Premium with respect to any note
(or portion of a note) to be redeemed will be equal to the
excess, if any, of:
(i) the sum of the present values, calculated as of the
Redemption Date, of:
(A) each interest payment that, but for the redemption,
would have been payable on the note (or its portion) being
redeemed on each Interest Payment Date occurring after the
Redemption Date (excluding any accrued interest for the
period before the Redemption Date); and
(B) the principal amount that, but for the redemption,
would have been payable at the final maturity of the note (or
its portion) being redeemed;
over
(ii) the principal amount of the note (or its portion)
being redeemed.
The present values of interest and principal payments referred
to in clause (i) above will be determined in accordance
with generally accepted principles of financial analysis. Those
present values will be calculated by discounting the amount of
each payment of interest or principal from the date that each
payment would have been payable, but for the redemption, to the
Redemption Date at a discount rate equal to the Treasury
Yield (as defined below)
plus
basis points.
The Make-Whole Premium will be calculated by an independent
investment banking institution of national standing appointed by
us, provided that if we fail to make such appointment at
least 45 business days prior to the Redemption Date, or if
the institution so appointed is unwilling or unable to make the
calculation, such calculation will be made by Goldman,
Sachs & Co. or, if that firm is unwilling or unable to
make the calculation, by an independent investment banking
institution of national standing appointed by the trustee (in
any such case, an Independent Investment
Banker).
For purposes of determining the Make-Whole Premium,
Treasury Yield means a rate of interest per annum
equal to the weekly average yield to maturity of United States
Treasury Notes that have a constant maturity that corresponds to
the remaining term to maturity of the notes, calculated to the
nearest 1/12 of a year (the Remaining Term).
The Treasury Yield will be determined as of the third business
day immediately before the applicable Redemption Date.
The weekly average yields of United States Treasury Notes will
be determined by referring to the most recent statistical
release published by the Federal Reserve Bank of New York and
designated H.15(519) Selected Interest Rates or any
successor release (the H.15 Statistical
Release). If the H.15 Statistical Release contains a
weekly average yield for United States Treasury Notes having a
constant maturity that is the same as the Remaining Term, then
the Treasury Yield will be equal to that weekly average yield.
In all other cases, the Treasury Yield will be calculated by
interpolation, on
S-13
a straight-line basis, between the weekly average yields on the
United States Treasury Notes that have a constant maturity
closest to and greater than the Remaining Term and the United
States Treasury Notes that have a constant maturity closest to
and less than the Remaining Term (in each case as set forth in
the H.15 Statistical Release). Any weekly average yields as
calculated by interpolation will be rounded to the nearest
1/100th of 1% with any figure of 1/200% or above being
rounded upward. If weekly average yields for United States
Treasury Notes are not available in the H.15 Statistical Release
or otherwise, then the Treasury Yield will be calculated by
interpolation of comparable rates selected by the Independent
Investment Banker.
We will mail a notice of redemption at least 30 days but
not more than 60 days before the redemption date to each
holder of notes to be redeemed. If less than all of the notes
are to be redeemed, the trustee will select the notes to be
redeemed by such method as the trustee shall deem fair and
appropriate. The trustee may select for redemption notes and
portions of notes in amounts of whole multiples of $1,000.
Unless we default in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the
notes or portions thereof called for redemption.
Certain
Covenants
Limitation on Liens. The indenture
provides that Noble will not, and will not permit any of its
Subsidiaries to, issue, assume or guarantee any Indebtedness for
borrowed money secured by any Lien upon any Principal Property
or any shares of stock or indebtedness of any Subsidiary that
owns or leases a Principal Property (whether such Principal
Property, shares of stock or indebtedness are now owned or
hereafter acquired) without making effective provision whereby
the notes (together with, if Noble shall so determine, any other
Indebtedness or other obligation) shall be secured equally and
ratably with (or, at Nobles option, prior to) the
Indebtedness so secured for so long as such Indebtedness is so
secured. The foregoing restrictions do not, however, apply to
Indebtedness secured by Permitted Liens.
Permitted Liens means (i) Liens
existing on the date of original issuance of notes;
(ii) Liens on property or assets of, or any shares of stock
of, or other equity interests in, or indebtedness of, any Person
existing at the time such Person becomes a Subsidiary of Noble
or at the time such Person is merged into or consolidated with
Noble or any of its Subsidiaries or at the time of a sale, lease
or other disposition of all or substantially all of the
properties of a Person to Noble or a Subsidiary of Noble;
(iii) Liens in favor of Noble or any of its Subsidiaries;
(iv) Liens in favor of governmental bodies to secure
progress or advance payments; (v) Liens securing industrial
revenue or pollution control bonds, or similar indebtedness;
(vi) Liens on property securing (a) all or any portion
of the cost of acquiring, constructing, altering, improving or
repairing any property or assets, real or personal, or
improvements used or to be used in connection with such property
or (b) Indebtedness incurred by Noble or any Subsidiary of
Noble prior to or within one year after the later of the
acquisition, the completion of construction, alteration,
improvement or repair or the commencement of commercial
operation thereof, which Indebtedness is incurred for the
purpose of financing all or any part of the purchase price
thereof or construction or improvements thereon;
(vii) statutory liens or landlords, carriers,
warehousemans, mechanics, suppliers,
materialmens, repairmens or other like Liens arising
in the ordinary course of business and with respect to amounts
not yet delinquent or being contested in good faith by
appropriate proceedings; (viii) Liens on current assets of
Noble or any of its Subsidiaries securing its Indebtedness or
Indebtedness of any such Subsidiary, respectively;
(ix) Liens on the stock, partnership or other equity
interest of Noble or any of its Subsidiaries in any Joint
Venture or any Subsidiary that owns an equity interest in such
Joint Venture to secure Indebtedness, provided the amount
of such Indebtedness is contributed
and/or
advanced solely to such Joint Venture; (x) Liens under
workers compensation or similar legislation; (xi) Liens in
connection with legal proceedings or securing tax assessments,
which in each case are being contested in good faith;
(xii) good faith deposits in connection with bids, tenders,
contracts or Liens; (xiii) deposits made in connection with
maintaining self-insurance, to obtain the benefits of laws,
regulations or arrangements relating to unemployment insurance,
old age pensions, social security or similar matters or to
secure
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surety, appeal or customs bonds; and (xiv) any extensions,
substitutions, replacements or renewals in whole or in part of a
Lien enumerated in clauses (i) through (xiii) above.
Notwithstanding the foregoing, Noble and its Subsidiaries may,
without securing the notes, issue, assume or guarantee secured
Indebtedness that would otherwise be subject to the foregoing
restrictions in an aggregate principal amount that, together
with all other such Indebtedness of Noble and its Subsidiaries
that would otherwise be subject to the foregoing restrictions
(including Indebtedness permitted to be secured under
clause (i) under the definition of Permitted Liens but
excluding Indebtedness permitted to be secured under
clauses (ii) through (xiv) thereunder) and the
aggregate amount of Attributable Indebtedness deemed outstanding
with respect to Sale/Leaseback Transactions (other than those in
connection with which we have voluntarily retired any of the
notes, any Pari Passu Indebtedness or any Funded Indebtedness
pursuant to clause (c) below under the heading
Limitation on Sale/Leaseback Transactions), does not
at any one time exceed 15% of Nobles Consolidated Net
Tangible Assets.
Limitation on Sale/Leaseback
Transactions. The indenture provides that
Noble will not, and will not permit any of its Subsidiaries to,
enter into any Sale/Leaseback Transaction with any person (other
than Noble or a Subsidiary of Noble) unless: (a) Noble or
such Subsidiary would be entitled to incur Indebtedness in a
principal amount equal to the Attributable Indebtedness with
respect to such Sale/Leaseback Transaction secured by a Lien on
the property subject to such Sale/Leaseback Transaction pursuant
to the covenant described under Limitation on Liens
above without equally and ratably securing the notes pursuant to
such covenant; (b) after the date of the first series of
notes issued under the indenture and within a period commencing
nine months prior to the consummation of such Sale/Leaseback
Transaction and ending nine months after the consummation
thereof, Noble or such Subsidiary shall have expended for
property used or to be used in the ordinary course of
Nobles business and that of its Subsidiaries an amount
equal to all or a portion of the net proceeds of such
Sale/Leaseback Transaction and Noble shall have elected to
designate such amount as a credit against such Sale/Leaseback
Transaction (with any such amount not being so designated to be
applied as set forth in clause (c) below or as otherwise
permitted); or (c) we or Noble, during the nine-month
period after the effective date of such Sale/Leaseback
Transaction, shall have applied to either (i) the voluntary
defeasance or retirement of any notes, any Pari Passu
Indebtedness or any Funded Indebtedness or (ii) the
acquisition of one or more Principal Properties at fair value,
an amount equal to the greater of the net proceeds of the sale
or transfer of the property leased in such Sale/Leaseback
Transaction and the fair value, as determined by the Board of
Directors of Noble, of such property as of the time of entering
into such Sale/Leaseback Transaction (in either case adjusted to
reflect the remaining term of the lease and any amount expended
by us as set forth in clause (b) above), less an amount
equal to the sum of the principal amount of notes, Pari Passu
Indebtedness and Funded Indebtedness voluntarily defeased or
retired by us or Noble plus any amount expended to acquire any
Principal Properties at fair value, within such nine-month
period and not designated as a credit against any other Sale/
Leaseback Transaction entered into by Noble or any of its
Subsidiaries during such period.
Consolidation, Merger and Sale of
Assets. The indenture provides that (a) we
will not consolidate or amalgamate with or merge into any
person, or sell, lease, convey, transfer or otherwise dispose of
all or substantially all of our assets to any person, other than
one of our direct or indirect wholly-owned subsidiaries and (b)
Noble will not consolidate or amalgamate with or merge into any
person, or sell, lease, convey, transfer or otherwise dispose of
all or substantially all of its assets to any person, other than
one of its direct or indirect wholly-owned subsidiaries, in each
case, unless:
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either (i) we or Noble, as applicable, shall be the
continuing corporation or (ii) the person formed by such
consolidation or amalgamation or into which we or Noble, as
applicable, are merged, or the person which acquires, by sale,
lease, conveyance, transfer or other disposition, all or
substantially all of our or Nobles assets, as applicable,
shall expressly assume, by a supplemental indenture, the due and
punctual payment of the principal of, premium, if any, and
interest on the notes and the performance of our or
Nobles, as applicable, covenants and
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obligations under the indenture and the notes, or, in the case
of Noble, the guarantee, in which case such person would be
substituted for us or Noble, as applicable, in the indenture
with the same effect as if it had been an original party to the
indenture;
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immediately after giving effect to such transaction or series of
transactions, no default or Event of Default shall have occurred
and be continuing or would result therefrom; and
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we or Noble deliver to the applicable trustee an officers
certificate and an opinion of counsel, each in the form required
by the indenture and stating that the transaction and the
supplemental indenture comply with the indenture.
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Tax Additional
Amounts
We will pay any amounts due with respect to the notes without
deduction or withholding for any and all present and future
withholding taxes, levies, imposts and charges (a
withholding tax) imposed by or for the account of
the Cayman Islands or any other jurisdiction in which we are
resident for tax purposes or any political subdivision or taxing
authority of such jurisdiction (the Taxing
Jurisdiction), unless such withholding or deduction is
required by law. If such deduction or withholding is at any time
required, we will (subject to compliance by you with any
relevant administrative requirements) pay you additional amounts
as will result in your receipt of such amounts as you would have
received had no such withholding or deduction been required.
If the Taxing Jurisdiction requires us to deduct or withhold any
of these taxes, levies, imposts or charges, we will (subject to
compliance by the holder of a note with any relevant
administrative requirements) pay these additional amounts in
respect of the principal amount, redemption price and interest
(if any) in accordance with the terms of the notes and the
indenture, as may be necessary so that the net amounts paid to
the holder or the trustee after such deduction or withholding
will equal the principal amount, redemption price and interest
(if any) on the notes. However, we will not pay any additional
amounts in the following instances:
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if any withholding would not be payable or due but for the fact
that (1) the holder of a note (or a fiduciary, settlor,
beneficiary of, member or shareholder of, the holder, if the
holder is an estate, trust, partnership or corporation) is a
domiciliary, national or resident of, or engaging in business or
maintaining a permanent establishment or being physically
present in, the Taxing Jurisdiction or otherwise having some
present or former connection with the Taxing Jurisdiction other
than the holding or ownership of the note or the collection of
the principal amount, redemption price and interest (if any), in
accordance with the terms of the notes and the indenture, or the
enforcement of the note or (2) where presentation is
required, the note was presented more than 30 days after
the date such payment became due or was provided for, whichever
is later;
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if any withholding tax is attributable to any estate,
inheritance, gift, sales, transfer, excise, personal property or
similar tax, levy, impost or charge;
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if any withholding tax is attributable to any tax, levy, impost
or charge that is payable otherwise than by withholding from
payment of the principal amount, redemption price and interest
(if any);
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if any withholding tax would not have been imposed but for the
failure to comply with certification, information, documentation
or other reporting requirements concerning the nationality,
residence, identity or connections with the relevant tax
authority of the holder or beneficial owner of the note, if this
compliance is required by statute or by regulation as a
precondition to relief or exemption from such withholding tax;
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to the extent a holder of a note is entitled to a refund or
credit in such Taxing Jurisdiction of amounts required to be
withheld by such Taxing Jurisdiction; or
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any combination of the instances described in the preceding
bullet points.
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With respect to the fifth bullet point listed above, in the
absence of evidence satisfactory to us we may conclusively
presume that a holder of a note is entitled to a refund or
credit of all amounts required to be witheld. We also will not
pay any additional amounts to any holder who is a fiduciary or
partnership or other than the sole beneficial owner of the note
to the extent that a beneficiary or settlor with respect to such
fiduciary, or a member or such partnership or a beneficial owner
thereof, would not have been entitled to the payment of such
additional amounts had such beneficiary, settlor, member or
beneficial owner been the holder of the note.
Noble will, with respect to its guarantee of the notes, pay
additional amounts, subject to the above requirements and
limitations, with respect to any withholding tax imposed by or
for the account of any Taxing Jurisdiction with respect to any
payments made under the guarantee.
Events of
Default
Events of Default means, with respect
to the notes, any of the following events:
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failure to pay principal on any notes when due and payable at
maturity, upon redemption or otherwise;
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failure to pay any interest on any notes when due and payable
and such default continues for 30 days;
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default in the performance or breach of any covenant in the
indenture, which default continues uncured for a period of
90 days after we receive written notice from the trustee or
we and the trustee receive written notice from the holders of at
least 25% in principal amount of the outstanding notes as
provided in the indenture;
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the guarantee of the notes by Noble ceases to be in full force
and effect or Noble denies or disaffirms its obligations under
such guarantee;
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certain events of bankruptcy, insolvency or reorganization, as
the case may be, involving Noble or us; and
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default under any bond, debenture, note or other evidence of
Indebtedness (other than Non-Recourse Indebtedness) by Noble or
any of its Subsidiaries or under any mortgage, indenture or
instrument under which there may be issued or by which there may
be secured or evidenced any Indebtedness (other than
Non-Recourse Indebtedness) of Noble or any of its Subsidiaries
resulting in the acceleration of such Indebtedness (other than
Non-Recourse Indebtedness), or any default in payment of such
Indebtedness (other than Non-Recourse Indebtedness) (after
expiration of any applicable grace periods and presentation of
any debt instruments, if required), if the aggregate amount of
all such Indebtedness (other than Non-Recourse Indebtedness)
that has been so accelerated and with respect to which there has
been such a default in payment shall exceed $25,000,000 and
there has been a failure to obtain rescission or annulment of
all such accelerations or to discharge all such defaulted
indebtedness within 20 days after there has been given, by
registered or certified mail, to Noble by the trustee or to
Noble and the trustee by the holders of at least 25% in
principal amount of all outstanding notes a written notice
specifying such default or breach and requiring it to be
remedied and stating that such notice is a Notice of
Default under the indenture.
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For purposes of the foregoing, Non-Recourse
Indebtedness means any of Nobles Indebtedness or
any Indebtedness of any of its Subsidiaries in respect of which
(a) the recourse of the holder of such Indebtedness,
whether direct or indirect and whether contingent or otherwise,
is effectively limited to (i) Liens on specified assets and
(ii) in respect of Indebtedness of a Subsidiary, Liens on
assets of the Subsidiary acquired after the date of original
issuance of the notes, and with respect to such Indebtedness of
Nobles or any of its Subsidiaries, neither Noble nor any
of its Subsidiaries (other than the issuer of such Indebtedness)
provides any credit support or is otherwise liable or obligated
and (b) the occurrence of any event, or the existence of
any condition under any agreement
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or instrument relating to such Indebtedness, shall not at any
time have the effect of accelerating, or permitting the
acceleration of, the maturity of any other Indebtedness of Noble
or any of its Subsidiaries or otherwise permitting any such
other Indebtedness to be declared due and payable, or to be
required to be prepaid, purchased or redeemed, prior to the
stated maturity thereof.
The holders of a majority in principal amount of the notes may
waive any past default with respect to the notes under the
indenture and its consequences, and the holders of a majority in
principal amount of all notes of any series outstanding under
the indenture may waive on behalf of the holders of all notes of
such series outstanding under the indenture any other past
default under the indenture and its consequences, except:
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in the case of the payment of the principal of, premium (if any)
or interest on any notes; or
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except as described below under the caption
Amendment, Supplement and Waiver.
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Discharge and
Defeasance
The terms of the notes provide that we will be permitted to
terminate certain of our obligations and those of Noble under
the indenture, including the covenants described above under
Certain Covenants, pursuant to the
indentures covenant defeasance provisions only if we
deliver to the Trustee an opinion of counsel that covenant
defeasance will not cause holders of the notes to recognize
income, gain or loss for United States federal income tax
purposes.
The terms of the notes also provide for legal defeasance. Legal
defeasance is permitted only if we have received from, or there
has been published by, the United States Internal Revenue
Service a ruling to the effect that legal defeasance will not
cause holders of the notes to recognize income, gain or loss for
United States federal income tax purposes.
Amendment,
Supplement and Waiver
We generally may amend the indenture or the notes and the
guarantee with the written consent of the holders of a majority
in principal amount of the outstanding notes affected by the
amendment. The holders of a majority in principal amount of the
outstanding debt securities of (i) any series may also
waive our compliance in a particular instance with any provision
of the applicable indenture with respect to such series of debt
securities and (ii) all series may waive our compliance in
a particular instance with any provision of the applicable
indenture with respect to all series of debt securities issued
thereunder. We must obtain the consent of each holder of notes
affected by a particular amendment or waiver, however, if such
amendment or waiver:
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changes the stated maturity of the notes, or any installment of
principal of or interest on any note;
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reduces the principal amount of or the interest rate applicable
to any note;
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changes any place of payment for any note;
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changes the currency in which the principal, premium, or
interest of any note may be repaid;
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impairs the right of the holder of any note to institute suit
for the enforcement of any payment due in respect of any note on
or after stated maturity;
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reduces the amount of notes whose holders must consent to an
amendment, supplement or waiver;
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waives any default in the payment of principal of, or premium or
interest on, any note due under the indenture; or
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releases Noble from any of its obligations under the guarantee
or the indenture, except in accordance with the terms of the
indenture.
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S-18
Notwithstanding the foregoing, we may amend the indenture or the
notes without the consent of any holder:
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to cure any ambiguity, defect or inconsistency;
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to comply with the indentures provisions with respect to
successor corporations;
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to comply with any requirements of the SEC to effect or maintain
qualification under the Trust Indenture Act of 1939, as amended;
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to make any change that does not adversely affect the rights of
any holder of notes in any material respect;
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to issue additional notes as permitted by the indenture; or
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to allow a guarantor to execute a supplemental indenture or a
guarantee with respect to the notes.
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Definitions
Attributable Indebtedness, when used
with respect to any Sale/Leaseback Transaction, means, as at the
time of determination, the present value (discounted at the rate
set forth or implicit in the terms of the lease included in such
transaction) of the total obligations of the lessee for rental
payments (other than amounts required to be paid on account of
taxes, maintenance, repairs, insurance, assessments, utilities,
operating and labor costs and other items that do not constitute
payments for property rights) during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any
period for which such lease has been extended). In the case of
any lease that is terminable by the lessee upon the payment of a
penalty, such net amount shall be the lesser of the net amount
determined assuming termination upon the first day such lease
may be terminated (in which case the net amount shall also
include the amount of the penalty, but no rent shall be
considered as required to be paid under such lease subsequent to
the first date upon which it may be so terminated) or the net
amount determined assuming no such termination.
Capitalized Lease Obligations of any
Person means the obligations of such Person to pay rent or other
amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination
thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such
Person under generally accepted accounting principles in the
United States, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with
generally accepted accounting principles in the United States.
Consolidated Net Tangible Assets means
the total amount of assets (less applicable reserves and other
properly deductible items) after deducting (1) all current
liabilities (excluding the amount of those that are by their
terms extendable or renewable at the option of the obligor to a
date more than 12 months after the date as of which the
amount is being determined and current maturities of long-term
debt) and (2) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like
intangible assets, all as set forth on the most recent quarterly
balance sheet of Noble and its consolidated Subsidiaries and
determined in accordance with generally accepted accounting
principles in the United States.
Funded Indebtedness means all
Indebtedness (including Indebtedness incurred under any
revolving credit, letter of credit or working capital facility)
that by its terms matures on, or that is renewable at the option
of any obligor thereon to, a date more than one year after the
date on which such Indebtedness is originally incurred.
Indebtedness of any Person means,
without duplication, (i) all indebtedness of such Person
for borrowed money (whether or not the recourse of the lender is
to the whole of the assets of such
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Person or only to a portion thereof), (ii) all obligations
of such Person evidenced by bonds, debentures, notes or other
similar instruments, (iii) all obligations of such Person
in respect of letters of credit or other similar instruments (or
reimbursement obligations with respect thereto), other than
standby letters of credit, performance bonds and other
obligations issued by or for the account of such Person in the
ordinary course of business, to the extent not drawn or, to the
extent drawn, if such drawing is reimbursed not later than the
third business day following demand for reimbursement,
(iv) all obligations of such Person to pay the deferred and
unpaid purchase price of property or services, except trade
payables and accrued expenses incurred in the ordinary course of
business, (v) all Capitalized Lease Obligations of such
Person, (vi) all Indebtedness of others secured by a Lien
on any asset of such Person, whether or not such Indebtedness is
assumed by such Person (provided that if the obligations
so secured have not been assumed in full by such Person or are
not otherwise such Persons legal liability in full, then
such obligations shall be deemed to be in an amount equal to the
greater of (a) the lesser of (1) the full amount of
such obligations and (2) the fair market value of such
assets, as determined in good faith by the Board of Directors of
such Person, which determination shall be evidenced by a Board
Resolution, and (b) the amount of obligations as have been
assumed by such Person or that are otherwise such Persons
legal liability), and (vii) all Indebtedness of others
(other than endorsements in the ordinary course of business)
guaranteed by such Person to the extent of such guarantee.
Joint Venture means any partnership,
corporation or other entity in which up to and including 50% of
the partnership interests, outstanding voting stock or other
equity interests is owned, directly or indirectly, by Noble
and/or one
or more Subsidiaries of Noble.
Lien means any mortgage, pledge, lien,
encumbrance, charge or security interest. For purposes of the
indenture, Noble or any Subsidiary of Noble shall be deemed to
own subject to a Lien any asset that it has acquired or holds
subject to the interest of a vendor or lessor under any
conditional sale agreement, Capitalized Lease Obligation or
other title retention agreement relating to such asset.
Pari Passu Indebtedness means any
Indebtedness of Noble, whether outstanding on the issue date of
the notes or thereafter created, incurred or assumed, unless, in
the case of any particular Indebtedness, the instrument creating
or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Indebtedness shall be
subordinated in right of payment to the guarantee.
Principal Property means any jackup,
semisubmersible, drillship, submersible or other mobile offshore
drilling unit, or integral portion thereof, owned or leased by
Noble or any Subsidiary of Noble and used for drilling offshore
oil and gas wells, which, in the opinion of Nobles Board
of Directors, is of material importance to the business of Noble
and its Subsidiaries taken as a whole, but no such jackup,
semisubmersible, drillship, submersible or other mobile offshore
drilling unit, or portion thereof, shall be deemed of material
importance if its net book value (after deducting accumulated
depreciation) is less than 2.0% of Consolidated Net Tangible
Assets of Noble and its consolidated Subsidiaries.
Sale/Leaseback Transaction means any
arrangement with any Person pursuant to which Noble or any
Subsidiary of Noble leases any Principal Property that has been
or is to be sold or transferred by Noble or the Subsidiary to
such Person, other than (1) temporary leases for a term,
including renewals at the option of the lessee, of not more than
five years, (2) leases between Noble and a Subsidiary of
Noble or between its Subsidiaries, or (3) leases of
Principal Property executed by the time of, or within
12 months after the latest of, the acquisition, the
completion of construction, alteration, improvement or repair,
or the commencement of commercial operation of the Principal
Property.
Subsidiary means, with respect to
Noble at any date, any corporation, limited liability company,
partnership, association or other entity the accounts of which
would be consolidated with
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those of Noble in Nobles consolidated financial statements
if such financial statements were prepared in accordance with
generally accepted accounting principles in the United States as
of such date, as well as any other corporation, limited
liability company, partnership, association or other entity
(a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the
ordinary voting power or, in the case of a partnership, more
than 50% of the general partnership interests are, as of such
date, owned, controlled or held, or (b) that is, as of such
date, otherwise controlled, by Noble or one or more subsidiaries
of Noble.
Book-Entry,
Delivery and Form
The notes initially will be issued in book-entry form and
represented by one or more global notes. The global notes will
be deposited with, or on behalf of, The Depository Trust
Company, or DTC, New York, New York, as Depositary, and
registered in the name of Cede & Co., the nominee of
DTC. Unless and until it is exchanged for individual
certificates evidencing notes under the limited circumstances
described below, a global note may not be transferred except as
a whole by the Depositary to its nominee or by the nominee to
the Depositary, or by the Depositary or its nominee to a
successor Depositary or to a nominee of the successor Depositary.
DTC has advised us that it is:
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a limited-purpose trust company organized under the New York
Banking Law;
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a banking organization within the meaning of the New
York Banking Law;
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a member of the Federal Reserve System;
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a clearing corporation within the meaning of the New
York Uniform Commercial Code; and
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a clearing agency registered pursuant to the
provisions of Section 17A of the U.S. Securities
Exchange Act of 1934.
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DTC holds securities that its participants deposit with DTC. DTC
also facilitates the settlement among its participants of
securities transactions, including transfers and pledges, in
deposited securities through electronic computerized book-entry
changes in participants accounts, which eliminates the
need for physical movement of securities certificates.
Direct participants in DTC include securities
brokers and dealers, including underwriters, banks, trust
companies, clearing corporations and other organizations. DTC is
owned by a number of its direct participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the
Financial Industry Regulatory Authority Inc. Access to the DTC
system is also available to others, which we sometimes refer to
as indirect participants, that clear transactions
through or maintain a custodial relationship with a direct
participant either directly or indirectly. The rules applicable
to DTC and its participants are on file with the SEC.
Purchases of notes within the DTC system must be made by or
through direct participants, which will receive a credit for
those notes on DTCs records. The ownership interest of the
actual purchaser of a note, which we sometimes refer to as a
beneficial owner, is in turn recorded on the direct
and indirect participants records. Beneficial owners of
notes will not receive written confirmation from DTC of their
purchases. However, beneficial owners are expected to receive
written confirmations providing details of their transactions,
as well as periodic statements of their holdings, from the
direct or indirect participants through which they purchased
notes. Transfers of ownership interests in global notes are to
be accomplished by entries made on the books of participants
acting on behalf of beneficial owners. Beneficial owners will
not receive certificates representing their ownership interests
in the global notes except under the limited circumstances
described below.
To facilitate subsequent transfers, all global notes deposited
with DTC will be registered in the name of DTCs nominee,
Cede & Co. The deposit of notes with DTC and their
registration in the name
S-21
of Cede & Co. will not change the beneficial ownership
of the notes. DTC has no knowledge of the actual beneficial
owners of the notes. DTCs records reflect only the
identity of the direct participants to whose accounts the notes
are credited, which may or may not be the beneficial owners. The
participants are responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants
and by direct participants and indirect participants to
beneficial owners will be governed by arrangements among them,
subject to any legal requirements in effect from time to time.
Redemption notices will be sent to DTC or its nominee. If less
than all of the notes are being redeemed, DTC will determine the
amount of the interest of each direct participant in the notes
to be redeemed in accordance with DTCs procedures.
In any case where a vote may be required with respect to the
notes, neither DTC nor Cede & Co. will give consents
for or vote the global notes. Under its usual procedures, DTC
will mail an omnibus proxy to us as soon as possible after the
record date. The omnibus proxy assigns the consenting or voting
rights of Cede & Co. to those direct participants to
whose accounts the notes are credited on the record date
identified in a listing attached to the omnibus proxy.
Principal and interest payments on the notes will be made to
Cede & Co., as nominee of DTC. DTCs practice is
to credit direct participants accounts on the relevant
payment date unless DTC has reason to believe that it will not
receive payment on the payment date. Payments by direct and
indirect participants to beneficial owners will be governed by
standing instructions and customary practices, as is the case
with securities held for the account of customers in bearer form
or registered in street name. Those payments will be
the responsibility of participants and not of DTC or us, subject
to any legal requirements in effect from time to time. Payment
of principal and interest to Cede & Co. is our
responsibility, disbursement of payments to direct participants
is the responsibility of DTC, and disbursement of payments to
the beneficial owners is the responsibility of direct and
indirect participants.
Except under the limited circumstances described below,
purchasers of notes will not be entitled to have notes
registered in their names and will not receive physical delivery
of notes. Accordingly, each beneficial owner must rely on the
procedures of DTC and its participants to exercise any rights
under the notes and the indenture.
The laws of some jurisdictions may require that some purchasers
of securities take physical delivery of securities in definitive
form. Those laws may impair the ability to transfer or pledge
beneficial interests in notes.
DTC is under no obligation to provide its services as Depositary
for the notes and may discontinue providing its services at any
time. Neither we nor the trustee will have any responsibility
for the performance by DTC or its direct participants or
indirect participants under the rules and procedures governing
DTC.
As noted above, beneficial owners of notes generally will not
receive certificates representing their ownership interests in
the notes. However, if:
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DTC notifies us that it is unwilling or unable to continue as a
Depositary for the global notes or if DTC ceases to be a
clearing agency registered under the U.S. Securities
Exchange Act of 1934, as amended, at a time when it is required
to be registered and a successor Depositary is not appointed
within 90 days of the notification to us or of our becoming
aware of DTCs ceasing to be so registered, as the case may
be;
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we determine, in our sole discretion, not to have the notes
represented by one or more global notes; or
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an Event of Default, as defined above under the caption
Events of Default, under the indenture
has occurred and is continuing with respect to the notes,
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we will prepare and deliver certificates for the notes in
exchange for beneficial interests in the global notes. Any
beneficial interest in a global note that is exchangeable under
the circumstances described in the preceding sentence will be
exchangeable for notes in definitive certificated form
registered in the names that the Depositary directs. It is
expected that these directions will be based upon directions
received by the Depositary from its participants with respect to
ownership of beneficial interests in the global notes.
We obtained the information in this section and elsewhere in
this prospectus supplement concerning DTC and DTCs
book-entry system from sources that we believe to be reliable,
but we take no responsibility for the accuracy of this
information.
S-23
CAYMAN ISLANDS
TAX CONSIDERATIONS
The following is a discussion of certain Cayman Islands income
tax consequences of an investment in the notes. The discussion
is a general summary of present law, which is subject to
prospective and retroactive change. It is not intended as tax
advice, does not consider any investors particular
circumstances, and does not consider tax consequences other than
those arising under Cayman Islands law.
Under existing Cayman Islands laws, payments of interest and
principal on the notes will not be subject to taxation in the
Cayman Islands, withholding will not be required on the payment
of interest and principal to any holder of the notes and gains
derived from the disposal of the notes will not be subject to
Cayman Islands income or corporation tax. The Cayman Islands
currently have no income, corporation or capital gains tax and
no estate duty, inheritance tax or gift tax. No stamp duty is
payable in respect of the issue of the notes. The notes
themselves and an instrument of transfer in respect of a note
will be subject to stamp duty if executed in or brought into the
Cayman Islands. There will be no Cayman Islands tax consequences
with respect to holding notes or exchanging outstanding notes
for new notes, except that, if the notes are taken into the
Cayman Islands in original form, they will be subject to stamp
duty in the amount of one quarter of one percent of the face
value thereof, subject to a maximum of CI$250.00 per note.
S-24
UNDERWRITING
We, Noble and the underwriters for the offering named below have
entered into an underwriting agreement and pricing agreement
with respect to the notes. Subject to certain conditions, each
underwriter has severally agreed to purchase the principal
amount of notes indicated in the following table.
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Underwriters
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Principal Amount of
Notes
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Goldman, Sachs & Co.
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$
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Citigroup Global Markets Inc.
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SunTrust Robinson Humphrey, Inc.
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Barclays Capital Inc.
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DnB NOR Markets, Inc.
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Fortis Securities LLC
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HSBC Securities (USA) Inc.
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Mitsubishi UFJ Securities International plc
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Wells Fargo Securities, LLC
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Total
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$
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The underwriters are committed to take and pay for all of the
notes being offered, if any are taken.
Notes sold by the underwriters to the public will initially be
offered at the initial public offering price set forth on the
cover of this prospectus supplement. Any notes sold by the
underwriters to securities dealers may be sold at a discount
from the initial public offering price of up to % of
the principal amount of notes. Any such securities dealers may
resell any notes purchased from the underwriters to certain
other brokers or dealers at a discount from the initial public
offering price of up to % of the principal amount of
notes. If all the notes are not sold at the initial offering
price, the underwriters may change the offering price and the
other selling terms. The offering of the notes by Goldman,
Sachs & Co. is subject to receipt and acceptance and
subject to Goldman, Sachs & Co.s right to reject
any order in whole or in part.
The notes are a new issue of securities with no established
trading market. We have been advised by the underwriters that
they intend to make a market in the notes, but they are not
obligated to do so and may discontinue market-making at any time
without notice. No assurance can be given as to the liquidity of
the trading market for the notes or that an active public market
for the notes will develop. If any active public trading market
for the notes does not develop, the market price and liquidity
of the notes may be adversely affected. See Risk
Factors.
In connection with the offering of the notes, the underwriters
may purchase and sell notes in the open market. These
transactions may include short sales, stabilizing transactions
and purchases to cover positions created by short sales. Short
sales involve the sale by the underwriters of a greater amount
of notes than they are required to purchase in the offering.
Stabilizing transactions consist of certain bids or purchases
made for the purpose of preventing or retarding a decline in the
market price of the notes while the offering is in progress.
The underwriters also may impose a penalty bid. This occurs when
a particular underwriter repays to the underwriters a portion of
the underwriting discount received by it because the
representatives have repurchased notes sold by or for the
account of such underwriter in stabilizing or short-covering
transactions.
These activities by the underwriters, as well as other purchases
by the underwriters for their own accounts, may stabilize,
maintain or otherwise affect the market price of the notes. As a
result, the price of the notes may be higher than the price that
otherwise might exist in the open market. If these activities
are commenced, they may be discontinued by the underwriters at
any time. These transactions may be effected in the
over-the-counter
market or otherwise.
S-25
From the date of this prospectus supplement and continuing to
and including the later of the delivery of the notes and such
earlier time as the underwriters may notify us, we have agreed,
subject to certain exceptions, not to offer, sell, contract to
sell or otherwise dispose of any debt securities substantially
similar to the notes or the guarantee without the prior written
consent of the underwriters.
We estimate that the total expenses related to the offering of
the notes, excluding underwriting discounts and commissions,
will be approximately $ .
We and Noble have agreed to indemnify the several underwriters
against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a Relevant
Member State), each underwriter has represented and agreed that
with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the
Relevant Implementation Date) it has not made and will not make
an offer of notes to the public in that Relevant Member State
prior to the publication of a prospectus in relation to the
notes which has been approved by the competent authority in that
Relevant Member State or, where appropriate, approved in another
Relevant Member State and notified to the competent authority in
that Relevant Member State, all in accordance with the
Prospectus Directive, except that it may, with effect from and
including the Relevant Implementation Date, make an offer of
notes to the public in that Relevant Member State at any time:
(a) to legal entities which are authorised or regulated to
operate in the financial markets or, if not so authorised or
regulated, whose corporate purpose is solely to invest in
securities;
(b) to any legal entity which has two or more of
(1) an average of at least 250 employees during the
last financial year; (2) a total balance sheet of more than
43,000,000 and (3) an annual net turnover of more
than 50,000,000, as shown in its last annual or
consolidated accounts;
(c) to fewer than 100 natural or legal persons (other than
qualified investors as defined in the Prospectus Directive)
subject to obtaining the prior consent of the representatives
for any such offer; or
(d) in any other circumstances which do not require the
publication by the Issuer of a prospectus pursuant to
Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an
offer of notes to the public in relation to any
notes in any Relevant Member State means the communication in
any form and by any means of sufficient information on the terms
of the offer and the notes to be offered so as to enable an
investor to decide to purchase or subscribe the notes, as the
same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State and
the expression Prospectus Directive means Directive
2003/71/EC
and includes any relevant implementing measure in each Relevant
Member State.
Each underwriter has represented and agreed that:
(a) it has only communicated or caused to be communicated
and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the FSMA) received by
it in connection with the issue or sale of the notes in
circumstances in which Section 21(1) of the FSMA does not
apply to the issuer or Noble; and
(b) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the notes in, from or otherwise involving the United
Kingdom.
No invitation whether directly or indirectly may be made to the
public in the Cayman Islands to subscribe for the notes unless
the issuer is listed on the Cayman Islands Stock Exchange.
S-26
The underwriters and their affiliates have, from time to time,
performed, and may in the future perform, various financial
advisory and investment banking services for us, for which they
received, or will receive, customary fees and expenses.
Affiliates of all of the underwriters are lenders under
Nobles revolving bank credit facility and may receive in
excess of 10% of net proceeds from this offering. Accordingly,
the offering is being made pursuant to Rule 2710(h) of the
Conduct Rules of the National Association of Securities Dealers,
Inc. Because the offering consists of a class of securities
rated investment grade, the Financial Industry Regulatory
Authority, Inc. does not require that we use a qualified
independent underwriter for this offering.
Mitsubishi UFJ Securities International plc is not a
U.S. registered broker-dealer and, therefore, to the extent
that it intends to effect any sales of the notes in the United
States, it will do so through one or more U.S. registered
broker-dealers as permitted by FINRA regulations.
S-27
LEGAL
MATTERS
Certain legal matters in connection with the issuance of the
notes will be passed upon for us by Baker Botts L.L.P. and
Maples and Calder, Cayman Islands. Baker Botts L.L.P. is not
passing on any matters of Cayman Islands law and is relying on
the opinion of Maples and Calder as to all matters of Cayman
Islands law, and Maples and Calder is not passing on any matters
other than those governed by Cayman Islands law. Certain legal
matters in connection with the issuance of the notes will be
passed upon for the underwriters by Vinson & Elkins
L.L.P., Houston, Texas. Vinson & Elkins L.L.P.
represents Noble from time to time in matters unrelated to this
offering.
S-28
PROSPECTUS
Noble
Corporation
Debt Securities
Preferred Shares
Depositary Shares
Ordinary Shares
Warrants
Guarantees of Debt Securities
Noble
Drilling Corporation
Debt Securities
Guarantees of Debt
Securities
Noble
Holding International Limited
Debt Securities
Guarantees of Debt Securities
This prospectus relates to ordinary shares, preferred shares,
debt securities, depositary shares and warrants for equity
securities of Noble Corporation; debt securities of Noble
Drilling Corporation; and debt securities of Noble Holding
International Limited. Any of these securities may be sold from
time to time in one or more offerings. The preferred shares,
debt securities, depositary shares and warrants of Noble
Corporation may be convertible into or exercisable or
exchangeable for ordinary shares or other securities of Noble
Corporation. The debt securities of Noble Corporation may be
guaranteed by Noble Drilling Corporation or Noble Holding
International Limited, each a wholly-owned indirect subsidiary
of Noble Corporation. The debt securities of Noble Drilling
Corporation and Noble Holding International Limited may be
guaranteed by Noble Corporation. The specific terms of these
sales will be provided in supplements to this prospectus.
These securities may be offered and sold to or through one or
more underwriters, dealers and agents, or directly to
purchasers, on a continuous or delayed basis. The securities
will be offered in amounts, at prices and on terms to be
determined by market conditions at the time of the offerings.
The ordinary shares of Noble Corporation are listed on the New
York Stock Exchange under the symbol NE. Any
ordinary shares of Noble Corporation sold pursuant to a
prospectus supplement will be listed on the NYSE, subject to
official notice of issuance.
Investing in these securities involves risks. Please read
carefully Risk Factors beginning on page 2 for
a discussion of risks you should consider before investing.
Neither the U.S. Securities and Exchange Commission nor
any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
This prospectus may not be used to consummate sales of
securities by the registrants unless accompanied by a prospectus
supplement.
The date of this prospectus is November 18, 2008.
Table of
Contents
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iii
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11
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21
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21
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About
This Prospectus
As used in this prospectus and any prospectus supplement:
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Noble, we, our, and
us generally mean Noble Corporation, a Cayman
Islands exempted company limited by shares, together with its
consolidated subsidiaries, unless the context otherwise
requires, such as in the sections providing description of the
securities offered in this prospectus or describing the risk
factors relating to the securities offered in this prospectus;
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Noble Drilling means Noble Drilling
Corporation, a Delaware corporation and wholly-owned indirect
subsidiary of Noble Corporation;
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NHIL means Noble Holding International
Limited, a Cayman Islands company and wholly-owned indirect
subsidiary of Noble Corporation; and
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issuer means any of Noble, Noble Drilling or
NHIL, as the case may be, and issuers refers
collectively to all of Noble, Noble Drilling and NHIL.
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This prospectus is part of a registration statement that the
issuers have filed with the Securities and Exchange Commission
(referred to as the SEC in this prospectus) utilizing a
shelf registration process. Under this shelf
process, the issuers may offer and sell different types of the
securities as described in this prospectus in one or more
offerings.
This prospectus provides you with a general description of the
securities that may be offered. Each time securities are sold, a
prospectus supplement will be provided and, if applicable, a
free writing prospectus that will contain specific information
about the terms of that offering and the securities offered in
that offering. The prospectus supplement and, if applicable, any
free writing prospectus may also add, update or change
information contained in this prospectus. You should read this
prospectus, the prospectus supplement and any free writing
prospectus, together with the additional information contained
in the documents referred to under the Where You Can Find
More Information section of this prospectus.
You should rely only on the information contained in or
incorporated by reference in this prospectus and any applicable
prospectus supplement or free writing prospectus provided in
connection
i
with an offering. None of the issuers has authorized anyone
else to provide you with different information. The issuers are
not making any offer of securities in any jurisdiction where the
offer is not permitted. No invitation whether directly or
indirectly may be made to the public in the Cayman Islands to
subscribe for the debt securities of any series unless the
issuer of such series is listed on the Cayman Islands Stock
Exchange. No offer or invitation to subscribe for shares may be
made to the public in the Cayman Islands. The information
contained or incorporated by reference in this prospectus, any
applicable prospectus supplement and free writing prospectus
provided in connection with an offering is accurate only as of
the respective dates thereof or, in the case of information
incorporated by reference, only as of the date of such
information, regardless of the time of delivery of this
prospectus, an accompanying prospectus supplement or any free
writing prospectus. The business, financial condition, results
of operations and prospects of the issuers may have changed
since such dates.
Where You
Can Find More Information
Noble is subject to the informational requirements of the
U.S. Securities Exchange Act of 1934, as amended (referred
to as the U.S. Exchange Act in this prospectus), and in
accordance therewith files annual, quarterly and current
reports, proxy statements and other information with the SEC.
You may read and copy any reports, statements or other
information we file with the SEC at its public reference room at
100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at
1-800-SEC-0330
for further information on the public reference room.
Nobles SEC filings are also available to the public from
commercial document retrieval services and at the worldwide web
site maintained by the SEC at
http://www.sec.gov.
You may also inspect those reports, proxy statements and other
information concerning Noble at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005,
on which Nobles ordinary shares are currently listed.
The issuers have filed with the SEC a registration statement on
Form S-3
relating to the securities covered by this prospectus. This
prospectus is a part of the registration statement and does not
contain all the information in the registration statement.
Whenever a reference is made in this prospectus to a contract or
other document of Noble or one of its subsidiaries, the
reference is only a summary and you should refer to the exhibits
that are a part of the registration statement for a copy of the
contract or other document. You may review a copy of the
registration statement at the SECs public reference room
in Washington, D.C., as well as through the SECs web
site.
Incorporation
of Certain Information By Reference
The SEC allows information to be incorporated by
reference into this prospectus, which means that important
information can be disclosed to you by referring you to another
document filed separately by Noble Corporation with the SEC. The
information incorporated by reference is deemed to be part of
this prospectus, except for any information superseded by
information in this prospectus. This prospectus incorporates by
reference the documents set forth below that Noble previously
filed with the SEC. These documents contain important
information about Noble and the other issuers.
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Annual Report on
Form 10-K
for the year ended December 31, 2007;
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Quarterly Reports on
Form 10-Q
for the quarters ended March 31, 2008, June 30, 2008
and September 30, 2008;
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Current Reports on
Form 8-K
filed on January 3, 2008 (excluding Items 7.01 and
9.01), April 17, 2008, May 6, 2008, May 16, 2008
and November 18, 2008; and
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The descriptions of Nobles ordinary shares contained in
its Registration Statement on
Form 8-A
dated April 25, 2002, as amended by
Form 8-A/A
(No. 1) dated March 14, 2003, and Amendment
No. 2 on
Form 8-A/A
filed on June 10, 2005.
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All additional documents that Noble files with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the
U.S. Exchange Act (other than information furnished under
Item 2.02 or 7.01 of
Form 8-K)
will be incorporated by reference until the offering or
offerings to which this prospectus relates are completed.
Documents incorporated by reference are available from Noble
without charge, excluding exhibits unless an exhibit has been
specifically incorporated by reference in this prospectus. You
may obtain without charge a copy of documents that are
incorporated by reference in this prospectus by requesting them
in writing or by telephone at the following address:
Julie J. Robertson
Corporate Secretary
Noble Corporation
13135 South Dairy Ashford, Suite 800
Sugar Land, Texas 77478
(281) 276-6100
Cautionary
Statement Regarding Forward-Looking Statements
This prospectus and any accompanying prospectus supplement
include or incorporate by reference forward-looking
statements within the meaning of Section 27A of the
U.S. Securities Act of 1933, as amended, and
Section 21E of the U.S. Exchange Act. All statements
other than statements of historical facts included in this
prospectus or an accompanying prospectus supplement or in the
documents incorporated by reference regarding the financial
position, business strategy, backlog, plans and objectives of
management for future operations, foreign currency requirements,
industry conditions, and indebtedness covenant compliance of the
issuers are forward-looking statements. When used in this
prospectus or an accompanying prospectus supplement or in the
documents incorporated by reference, the words
anticipate, believe,
estimate, expect, intend,
may, plan, project,
should and similar expressions are intended to be
among the statements that identify forward-looking statements.
Although the issuers believe that the expectations reflected in
such forward-looking statements are reasonable, they cannot
assure you that such expectations will prove to be correct.
These forward-looking statements speak only as of the date of
the document in which they appear and the issuers undertake no
obligation to revise or update any forward-looking statement for
any reason, except as required by law. The issuers have
identified factors that could cause actual plans or results to
differ materially from those included in any forward-looking
statements. These factors include those referenced or described
under Risk Factors in Nobles Annual Report on
Form 10-K
and Quarterly Reports on
Form 10-Q,
and in its other filings with the SEC. The issuers cannot
control such risk factors and other uncertainties, and in many
cases, the issuers cannot predict the risks and uncertainties
that could cause their actual results to differ materially from
those indicated by the forward-looking statements. You should
consider these risks and uncertainties when you are evaluating
the issuers and deciding whether to invest in the issuers
securities.
iii
About
Noble
Noble is a leading offshore drilling contractor for the oil and
gas industry. We perform contract drilling services with our
fleet of offshore drilling units located worldwide, including
the Middle East, India, the U.S. Gulf of Mexico, Mexico,
the North Sea, Brazil, and West Africa.
Our long-standing business strategy continues to be the active
expansion of our worldwide offshore drilling and deepwater
capabilities through acquisitions, upgrades and modifications,
and the deployment of our drilling assets in important
geological areas. We have also actively expanded our offshore
drilling and deepwater capabilities in recent years through the
construction of new rigs.
Noble and its predecessors have been engaged in the contract
drilling of oil and gas wells for others in the United States
since 1921 and internationally during various periods since
1939. Noble became the successor to Noble Drilling as part of
the 2002 internal corporate restructuring of Noble Drilling and
its subsidiaries. Nobles ordinary shares are listed on the
New York Stock Exchange under the symbol NE.
Nobles principal executive offices are located at 13135
South Dairy Ashford, Suite 800, Sugar Land, Texas 77478,
and its telephone number is
(281) 276-6100.
About
Noble Drilling
Noble Drilling is a wholly-owned indirect subsidiary of Noble.
Noble Drilling performs, through its subsidiaries, contract
drilling services with a fleet of offshore drilling units
located primarily offshore Mexico and in the U.S. Gulf of
Mexico. Noble Drilling was incorporated in Delaware in 1939.
Noble Drillings principal executive offices are located at
13135 South Dairy Ashford, Suite 800, Sugar Land, Texas
77478, and its telephone number is
(281) 276-6100.
About
NHIL
NHIL is a wholly-owned indirect subsidiary of Noble. NHIL
performs, through its subsidiaries, contract drilling services
with a fleet of offshore drilling units located primarily in the
Middle East, India, Mexico, the North Sea, Brazil and West
Africa. NHIL was organized in the Cayman Islands in 2004.
NHILs principal offices are located c/o Maples and Calder,
P.O. Box 309 GT, Ugland House, South Church Street, Georgetown,
Grand Cayman, Cayman Islands, BWI, and its telephone number is
(345) 949-8066.
1
Risk
Factors
Before you invest in the securities registered under this
prospectus, you should carefully consider the Risk
Factors included in our most recent annual report on
Form 10-K,
subsequent quarterly reports on
Form 10-Q
and the applicable prospectus supplement, as well as risks
described in Managements Discussion and Analysis of
Financial Condition and Results of Operations and
cautionary notes regarding forward-looking statements included
or incorporated by reference in this prospectus, together with
all of the other information included in this prospectus, the
applicable prospectus supplement and the documents we
incorporate by reference.
If any of these risks were to materialize, our business, results
of operations, cash flows and financial condition could be
materially adversely affected. In that case, the ability of
Noble to make distributions to its shareholders or the ability
of Noble, Noble Drilling or NHIL to pay interest on, or
principal of, any debt securities issued by it, may be reduced,
the trading prices of any publicly traded securities of the
issuers could decline and you could lose all or part of your
investment.
Use of
Proceeds
We intend to use the net proceeds from the sales of securities
as set forth in the applicable prospectus supplement.
Ratio of
Earnings to Fixed Charges
Our ratio of earnings to fixed charges for each of the periods
indicated is as follows:
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Nine Months Ended
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Twelve Months Ended December 31,
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September 30, 2008
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2007
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2006
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2005
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2004
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2003
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34.9
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22.7
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16.7
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10.9
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5.4
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5.5
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For the purpose of calculating these ratios,
earnings is determined by adding total fixed
charges (excluding interest capitalized), income taxes,
minority interest in net income (or reduction for minority
interest in loss) and amortization of interest capitalized to
income from continuing operations after eliminating equity in
undistributed earnings and adding back losses of companies in
which at least 20 percent but less than 50 percent
equity is owned. For this purpose, total fixed
charges consists of (1) interest on all indebtedness
and amortization of debt discount and expense, (2) interest
capitalized and (3) an interest factor attributable to
rentals.
Description
of Debt Securities
The following description of debt securities, together with the
particular terms of the debt securities offered that will be
described in the prospectus supplement relating to such debt
securities, sets forth the material terms and provisions of debt
securities to be issued by Noble, Noble Drilling or NHIL. The
term issuer, as used in this section, means
whichever of Noble, Noble Drilling, or NHIL that is listed as
the issuer of debt securities in the applicable prospectus
supplement relating to the relevant debt securities.
Noble may issue debt securities either separately, or together
with, or upon the conversion or exercise of or in exchange for,
other of its securities. Noble Drilling and NHIL each may issue
debt securities in one or more distinct series. The debt
securities may be:
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senior obligations issued in one or more series under a senior
indenture between Noble, as issuer, and The Bank of New York
Mellon Trust Company, N.A, as trustee;
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senior obligations issued in one or more series under a senior
indenture between Noble Drilling, as issuer, and The Bank of New
York Mellon Trust Company, N.A., as trustee;
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senior obligations issued in one or more series under a senior
indenture to be entered into between NHIL, as issuer, and The
Bank of New York Mellon Trust Company, N.A, as trustee;
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subordinated obligations issued in one or more series under a
subordinated indenture to be entered into between Noble, as
issuer, and The Bank of New York Mellon Trust Company,
N.A., as trustee;
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subordinated obligations issued in one or more series under a
subordinated indenture to be entered into between Noble
Drilling, as issuer, and The Bank of New York Mellon
Trust Company, N.A, as trustee; or
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subordinated obligations issued in one or more series under a
subordinated indenture to be entered into between NHIL, as
issuer, and The Bank of New York Mellon Trust Company,
N.A., as trustee.
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Any debt securities issued by Noble may be guaranteed by Noble
Drilling or NHIL. Any debt securities issued by Noble Drilling
or NHIL will be guaranteed by Noble.
We have summarized material provisions of the indentures below.
The forms of the indentures listed above have been filed as
exhibits to the registration statement, and you should read the
indentures for provisions that may be important to you. The
following description is qualified in all respects by reference
to the actual text of the indentures and the forms of the debt
securities.
General
A prospectus supplement and a supplemental indenture relating to
any series of debt securities being offered will include
specific terms relating to the offering. These terms will
include some or all of the following:
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the issuer of the debt securities;
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the guarantor of the debt securities, if any;
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the title of the debt securities of the series and whether the
series is senior secured or senior unsecured debt securities or
senior or junior subordinated debt securities;
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any limit on the aggregate principal amount of the debt
securities of the series;
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the person to whom any interest on a debt security shall be
payable, if other than the person in whose name that debt
security is registered on the regular record date;
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the date or dates on which the principal and premium, if any, of
the debt securities of the series are payable or the method of
that determination or the right to defer any interest payments;
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the rate or rates (which may be fixed or variable) at which the
debt securities will bear interest, if any, or the method of
determining the rate or rates;
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the date or dates from which interest will accrue and the
interest payment dates on which any such interest will be
payable or the method by which the dates will be determined;
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the regular record date for any interest payable on any interest
payment date and the basis upon which interest will be
calculated if other than that of a
360-day year
of twelve
30-day
months;
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the place or places where the principal of and premium, if any,
and any interest on the debt securities of the series will be
payable, if other than the Borough of Manhattan, The City of New
York;
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the period or periods within which, the date or dates on which,
the price or prices at which and the terms and conditions upon
which the debt securities of the series may be redeemed, in
whole or in part, at the issuers option or otherwise;
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the issuers obligation, if any, to redeem, purchase or
repay the debt securities of the series pursuant to any sinking
fund or otherwise or at the option of the holders and the period
or periods within which, the price or prices at which, the
currency or currencies including currency unit or units in which
and the terms and conditions upon which, the debt securities
will be redeemed, purchased or repaid, in whole or in part;
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the terms, if any, upon which Nobles debt securities of
the series may be convertible into or exchanged for other debt
or equity securities of Noble, and the terms and conditions upon
which the conversion or exchange may be effected, including the
initial conversion or exchange price or rate, the conversion or
exchange period and any other additional provisions;
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the denominations in which any debt securities will be issuable,
if other than denominations of $1,000 and any integral multiple
thereof;
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the currency in which payment of principal of and premium, if
any, and interest on debt securities of the series shall be
payable, if other than United States dollars;
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any index, formula or other method used to determine the amount
of payments of principal of and premium, if any, and interest on
the debt securities;
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if the principal amount payable at the stated maturity of debt
securities of the series will not be determinable as of any one
or more dates before the stated maturity, the amount that will
be deemed to be the principal amount as of any date for any
purpose, including the principal amount that will be due and
payable upon any maturity other than the stated maturity or that
will be deemed to be outstanding as of any date (or, in any such
case, the manner in which the deemed principal amount is to be
determined), and if necessary, the manner of determining the
equivalent thereof in United States currency;
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if the principal of or premium, if any, or interest on any debt
securities is to be payable, at the issuers election or
the election of the holders, in one or more currencies or
currency units other than that or those in which such debt
securities are stated to be payable, the currency, currencies or
currency units in which payment of the principal of and premium,
if any, and interest on such debt securities shall be payable,
and the periods within which and the terms and conditions upon
which such election is to be made;
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if other than the stated principal amount, the portion of the
principal amount of the debt securities that will be payable
upon declaration of the acceleration of the maturity of the debt
securities or provable in bankruptcy;
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the applicability of, and any addition to or change in, the
covenants and definitions then set forth in the applicable
indenture or in the terms then set forth in such indenture
relating to permitted consolidations, mergers or sales of assets;
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any changes or additions to the provisions of the applicable
indenture dealing with defeasance, including the addition of
additional covenants that may be subject to the issuers
covenant defeasance option;
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whether any of the debt securities are to be issuable in
permanent global form and, if so, the depositary or depositaries
for such global security and the terms and conditions, if any,
upon which interests in such debt securities in global form may
be exchanged, in whole or in part, for the individual debt
securities represented thereby in definitive registered form,
and the form of any legend or legends to be borne by the global
security in addition to or in lieu of the legend referred to in
the applicable indenture;
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the appointment of any trustee, any authenticating or paying
agents, transfer agent or registrars;
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the terms of any guarantee of the payment of principal, interest
and premium, if any, with respect to debt securities of the
series and any corresponding changes to the provisions of the
applicable indenture;
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any addition to or change in the events of default with respect
to the debt securities of the series and any change in the right
of the trustee or the holders to declare the principal, premium,
if any, and interest with respect to the debt securities due and
payable;
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any applicable subordination provisions for any subordinated
debt securities in addition to or in lieu of those set forth in
this prospectus;
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if the securities of the series are to be secured, the property
covered by the security interest, the priority of the security
interest, the method of perfecting the security interest and any
escrow arrangements related to the security interest; and
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any other terms of the debt securities, including any
restrictive covenants.
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None of the indentures limits the amount of debt securities that
may be issued. Each indenture allows debt securities to be
issued up to the principal amount that may be authorized by the
issuer and may be in any currency or currency unit designated by
the issuer.
The debt securities may be issued as discounted debt securities
bearing no interest (or interest at a rate that at the time of
issuance is below market rates) to be sold at a discount below
their stated principal amount.
Federal income tax consequences and other special considerations
applicable to any of these discounted debt securities will be
described in the applicable prospectus supplement.
Debt securities of a series may be issued in registered, bearer,
coupon or global form.
In the future we or one or more of our subsidiaries may also
issue debt securities other than the debt securities described
in this prospectus. There is no requirement that any other debt
securities that we or our subsidiaries issue be issued under the
indentures described in this prospectus. Any other debt
securities that we or our subsidiaries issue may be issued under
other indentures or instruments containing provisions that
differ from those included in the indentures or that are
applicable to one or more issues of debt securities described in
this prospectus.
Guarantee
Noble may guarantee any senior or subordinated debt securities
issued by Noble Drilling or NHIL. Noble Drilling or NHIL may
guarantee any senior or subordinated debt securities issued by
Noble. The specific terms and provisions of each guarantee will
be described in the applicable prospectus supplement. The
obligations under any guarantee will be limited as necessary to
seek to prevent that guarantee from constituting a fraudulent
conveyance or fraudulent transfer under applicable federal or
state law.
Subordination
Under each subordinated indenture, payment of the principal of
and interest and any premium on the subordinated debt securities
will generally be subordinated and junior in right of payment to
the prior payment in full of all the issuers senior
indebtedness. Each subordinated indenture provides that no
payment of principal, interest and any premium on subordinated
debt securities may be made in the event:
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of any insolvency, bankruptcy or similar proceeding involving
the issuer or its respective property, or
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of any event of default in the payment of any principal of, or
premium or interest on, any senior indebtedness of the issuer,
when due or payable, whether at maturity or at a date fixed for
prepayment or by declaration or otherwise unless and until such
payment default has been cured or waived or otherwise ceased to
exist.
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The subordinated indentures will not limit the amount of senior
indebtedness that Noble, Noble Drilling or NHIL may incur.
Senior indebtedness is defined with respect
to an issuer to include (i) all notes or other unsecured
evidences of indebtedness, including guarantees given by the
issuer, for money borrowed by the issuer, not expressed to be
subordinate or junior in right of payment to any other
indebtedness of the issuer, and (ii) any modifications,
refunding, deferrals, renewals or extensions of any such notes
or other evidence of indebtedness issued in exchange for such
indebtedness.
5
Amalgamation,
Consolidation, Merger or Sale
Unless otherwise provided in the applicable prospectus
supplement with respect to any series of debt securities, each
indenture will provide that the issuer will not, in any
transaction or series of transactions, consolidate or amalgamate
with or merge into any person, or sell, lease, convey, transfer
or otherwise dispose of all or substantially all of its assets
to any person, other than a direct or indirect wholly-owned
subsidiary, unless:
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either (i) the issuer shall be the continuing corporation
or (ii) the person formed by such consolidation or
amalgamation or into which the issuer is merged, or to which
such sale, lease, conveyance, transfer or other disposition
shall be made, shall expressly assume, by a supplemental
indenture, the due and punctual payment of the principal of,
premium, if any, and interest on and additional amounts with
respect to all the debt securities and the performance of the
issuers covenants and obligations under the indenture and
the debt securities;
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immediately after giving effect to the transaction or series of
transactions, no default or event of default shall have occurred
and be continuing or would result from the transaction; and
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the issuer delivers to the applicable trustee an officers
certificate and an opinion of counsel, each stating that the
transaction and the supplemental indenture comply with the
indenture.
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Modification
of Indentures
Under each indenture, the rights and obligations of the issuer
and the rights of the holders may be modified with the consent
of the holders of a majority in aggregate principal amount of
the outstanding debt securities of each series affected by the
modification. No modification of the principal or interest
payment terms, and no modification reducing the percentage
required for modifications, will be effective against any holder
without its consent.
The issuer under an indenture generally may amend the indenture
or the debt securities issued under the indenture with the
written consent of the holders of a majority in principal amount
of the outstanding debt securities affected by the amendment.
The holders of a majority in principal amount of the outstanding
debt securities of (i) any series may also waive the
issuers compliance in a particular instance with any
provision of the applicable indenture with respect to such
series of debt securities and (ii) all series may waive the
issuers compliance in a particular instance with any
provision of the applicable indenture with respect to all series
of debt securities issued thereunder. The issuer under an
indenture must obtain the consent of each holder of debt
securities affected by a particular amendment or waiver,
however, if such amendment or waiver:
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changes the stated maturity of such debt securities, or any
installment of principal of or interest on, any such debt
securities;
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reduces the principal amount of or the interest rate applicable
to any such debt securities;
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changes any place of payment for any such debt securities;
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changes the currency in which the principal, premium, or
interest of any such debt securities may be repaid;
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impairs the right of the holder of any such debt securities to
institute suit for the enforcement of any payment due in respect
of any such debt securities on or after stated maturity;
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reduces the amount of such debt securities whose holders must
consent to an amendment, supplement or waiver; or
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waives any default in the payment of principal of, or premium or
interest on, any such debt securities due under the indenture.
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Notwithstanding the foregoing, the issuer under an indenture may
amend either the indenture or any series of debt securities
issued under the indenture without the consent of any holder
thereof:
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to cure any ambiguity, defect or inconsistency;
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to comply with the indentures provisions with respect to
successor corporations;
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to comply with any requirements of the SEC to effect or maintain
qualification under the U.S. Trust Indenture Act of
1939, as amended;
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to make any change that does not adversely affect the rights of
any holder of such debt securities in any material
respect; or
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to issue additional debt securities as permitted by the
indenture.
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Events of
Default
Event of Default when used in an indenture
will mean any of the following:
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failure to pay the principal of or any premium on any debt
security when due;
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failure to deposit any sinking fund payment when due;
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failure to pay interest on any debt security for 30 days;
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failure to perform any other covenant in the indenture that
continues for 90 days after being given written notice from
the trustee or the issuer and the trustee receive notice from
the holders of at least 25% in principal amount of such
outstanding debt securities as provided in the indenture;
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certain events in bankruptcy, insolvency or reorganization, as
the case may be;
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failure to keep any applicable full and unconditional guarantee
in place; or
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any other Event of Default included in any indenture or
supplemental indenture.
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An Event of Default for a particular series of debt securities
issued under an indenture does not necessarily constitute an
Event of Default for any other series of debt securities issued
under the indenture. The trustee may withhold notice to the
holders of debt securities of any default (except in the payment
of principal or interest) if it considers such withholding of
notice to be in the best interests of the holders.
If an Event of Default for any series of debt securities issued
under an indenture occurs and continues, the trustee or the
holders of at least 25 percent in aggregate principal
amount of the debt securities of the series affected by such
Event of Default, or of all series of debt securities if the
Event of Default is a result of failure to perform any covenant
in the indenture, may declare the entire principal of all the
debt securities of that series to be due and payable
immediately. If an Event of Default occurs that is a result of
certain events in bankruptcy, insolvency or reorganization, as
the case may be, the principal amount of the outstanding
securities of all series issued under an indenture ipso facto
shall become and be immediately due and payable without any
declaration or other act on the part of the trustee or any
holder. If any of the above happens, subject to certain
conditions, the holders of a majority of the aggregate principal
amount of the debt securities of that series can void the
declaration.
The holders of a majority in principal amount of the debt
securities of any series issued under an indenture may waive any
past default with respect to such debt securities under the
indenture and its consequences, except:
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in the case of the payment of the principal of, or premium (if
any) or interest on, such debt securities; or
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except as described in this prospectus under the caption
Amendment, Supplement and Waiver.
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Other than its duties in case of a default, a trustee is not
obligated to exercise any of its rights or powers under any
indenture at the request, order or direction of any holders,
unless the holders offer the trustee
7
reasonable indemnity. If they provide this reasonable
indemnification, the holders of a majority in principal amount
of any series of debt securities issued under an indenture may
direct the time, method and place of conducting any proceeding
or any remedy available to the trustee, or exercising any power
conferred upon the trustee, for such series of debt securities.
Covenants
Under each indenture, the issuer will:
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pay the principal of, and interest and any premium on, any debt
securities issued under the indenture when due;
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maintain a place of payment;
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deliver a report to the trustee at the end of each fiscal year
reviewing the issuers obligations under the
indenture; and
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deposit sufficient funds with any paying agent on or before the
due date for any principal, interest or premium.
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Payment
and Transfer
Principal of and interest and any premium on fully registered
securities will be paid at designated places. Payment will be
made by check mailed to the persons in whose names the debt
securities issued under an indenture are registered on days
specified in the indenture or any prospectus supplement. Debt
securities payments in other forms will be paid at a place
designated by the issuer and specified in a prospectus
supplement.
Fully registered securities may be transferred or exchanged at
the corporate trust office of the trustee or at any other office
or agency maintained by us for such purposes, without the
payment of any service charge except for any tax or governmental
charge.
Book-Entry
Procedures
We will issue the debt securities in the form of one or more
global securities in fully registered form initially in the name
of Cede & Co., as nominee of The Depository
Trust Company (or DTC), or such other name as may be
requested by an authorized representative of DTC. The global
securities will be deposited with the trustee as custodian for
DTC and may not be transferred except as a whole by DTC to a
nominee of DTC or by a nominee of DTC to DTC or another nominee
of DTC or by DTC or any nominee to a successor of DTC or a
nominee of such successor.
DTC has advised us as follows:
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DTC is a limited-purpose trust company organized under the New
York Banking Law, a banking organization within the
meaning of the New York Banking Law, a member of the Federal
Reserve System, a clearing corporation within the
meaning of the New York Uniform Commercial Code, and a
clearing agency registered pursuant to the
provisions of Section 17A of the U.S. Exchange Act.
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DTC holds securities that its participants deposit with DTC and
facilitates the settlement among direct participants of
securities transactions, such as transfers and pledges, in
deposited securities, through electronic computerized book-entry
changes in direct participants accounts, thereby
eliminating the need for physical movement of securities
certificates.
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Direct participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other
organizations.
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DTC is owned by a number of its direct participants and by the
New York Stock Exchange, Inc., the American Stock Exchange LLC
and the Financial Industry Regulatory Authority, Inc.
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Access to the DTC system is also available to others such as
securities brokers and dealers, banks and trust companies that
clear through or maintain a custodial relationship with a direct
participant, either directly or indirectly.
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The rules applicable to DTC and its direct and indirect
participants are on file with the Commission.
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Purchases of debt securities under the DTC system must be made
by or through direct participants, which will receive a credit
for the debt securities on DTCs records. The ownership
interest of each actual purchaser of debt securities is in turn
to be recorded on the direct and indirect participants
records. Beneficial owners of the debt securities will not
receive written confirmation from DTC of their purchase, but
beneficial owners are expected to receive written confirmations
providing details of the transaction, as well as periodic
statements of their holdings, from the direct or indirect
participants through which the beneficial owner entered into the
transaction. Transfers of ownership interests in the debt
securities are to be accomplished by entries made on the books
of direct and indirect participants acting on behalf of
beneficial owners. Beneficial owners will not receive
certificates representing their ownership interests in the debt
securities, except in the event that use of the book-entry
system for the debt securities is discontinued.
To facilitate subsequent transfers, all debt securities
deposited by direct participants with DTC are registered in the
name of DTCs partnership nominee, Cede & Co., or
such other name as may be requested by an authorized
representative of DTC. The deposit of debt securities with DTC
and their registration in the name of Cede & Co. or
such other nominee do not effect any change in beneficial
ownership. DTC has no knowledge of the actual beneficial owners
of the debt securities; DTCs records reflect only the
identity of the direct participants to whose accounts such debt
securities are credited, which may or may not be the beneficial
owners. The direct and indirect participants will remain
responsible for keeping account of their holdings on behalf of
their customers.
Conveyance of notices and other communications by DTC to direct
participants, by, direct participants to indirect participants,
and by direct participants and indirect participants to
beneficial owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in
effect from time to time.
Neither DTC nor Cede & Co. (nor any other DTC nominee)
will consent or vote with respect to the global securities.
Under its usual procedures, DTC mails an omnibus proxy to the
issuer as soon as possible after the record date. The omnibus
proxy assigns Cede & Co.s consenting or voting
rights to those direct participants to whose accounts the debt
securities are credited on the record date (identified in the
listing attached to the omnibus proxy).
All payments on the global securities will be made to
Cede & Co., as holder of record, or such other nominee
as may be requested by an authorized representative of DTC.
DTCs practice is to credit direct participants
accounts upon DTCs receipt of funds and corresponding
detail information from us or the trustee on payment dates in
accordance with their respective holdings shown on DTCs
records. Payments by participants to beneficial owners will be
governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in
bearer form or registered in street name, and will
be the responsibility of such participant and not of DTC, us or
the trustee, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of principal,
premium, if any, and interest to Cede & Co. (or such
other nominee as may be requested by an authorized
representative of DTC) shall be the responsibility of us or the
trustee. Disbursement of such payments to direct participants
shall be the responsibility of DTC, and disbursement of such
payments to the beneficial owners shall be the responsibility of
direct and indirect participants.
DTC may discontinue providing its service as securities
depositary with respect to the debt securities at any time by
giving reasonable notice to the issuer or the trustee. In
addition, Noble may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities
depositary). Under such circumstances, in the event that a
successor securities depositary is not obtained, note
certificates in fully registered form are required to be printed
and delivered to beneficial owners of the global securities
representing such debt securities.
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None of the issuers, the trustee nor any underwriter of any debt
securities will have any responsibility or obligation to direct
or indirect participants, or the persons for whom they act as
nominees, with respect to the accuracy of the records of DTC,
its nominee or any participant with respect to any ownership
interest in the debt securities, or payments to, or the
providing of notice to participants or beneficial owners.
So long as the debt securities are in DTCs book-entry
system, secondary market trading activity in the debt securities
will settle in immediately available funds. All payments on the
debt securities issued as global securities will be made by us
in immediately available funds.
Defeasance
Each issuer under an indenture will be discharged from its
obligations on the debt securities of any series issued under
the indenture at any time if sufficient cash or government
securities are deposited with the trustee under the indenture to
pay the principal, interest, any premium and any other sums due
to the stated maturity date or a redemption date of the debt
securities of the series. If this happens, the holders of the
debt securities of the series will not be entitled to the
benefits of the indenture except for registration of transfer
and exchange of debt securities and replacement of lost, stolen
or mutilated debt securities.
The debt securities of any series may also provide for legal
defeasance. Legal defeasance is permitted only if the issuer has
received from, or there has been published by, the United States
Internal Revenue Service a ruling to the effect that legal
defeasance will not cause holders of the debt securities to
recognize income, gain or loss for United States federal income
tax purposes.
Under U.S. federal income tax law as of the date of this
prospectus, a discharge may be treated as an exchange of the
related debt securities. Each holder might be required to
recognize gain or loss equal to the difference between the
holders cost or other tax basis for the debt securities
and the value of the holders interest in the trust.
Holders might be required to include as income a different
amount than would be includable without the discharge.
Prospective investors are urged to consult their own tax
advisers as to the consequences of a discharge, including the
applicability and effect of tax laws other than the
U.S. federal income tax law.
The
Trustee
The Bank of New York Mellon Trust Company, N.A acts as
trustee or will act as the initial trustee, conversion agent,
paying agent, transfer agent and registrar with respect to debt
securities under each indenture. Bank of New York Mellon
Trust Company, N.A is also the trustee under existing
indentures governing (1) currently outstanding Senior Notes
due 2009 and Senior Notes due 2019 of Noble Drilling, which
notes are guaranteed by Noble, (2) currently outstanding
Senior Notes due 2013 of Noble, guaranteed by Noble Drilling,
and (3) project financing debt securities of Noble. The
Bank of New York Mellon Trust Company, N.A. also acts as
indenture trustee, performs certain other services for, and
transacts other banking business with Noble and certain of its
subsidiaries in the normal course of business. The address of
the trustee is 601 Travis Street, 18th Floor, Houston,
Texas 77002, Attention: Corporate Trust Administration.
Governing
Law
Unless otherwise indicated in the prospectus supplement, each
indenture and the debt securities of each series will be
governed by and construed in accordance with the laws of the
State of New York.
Notices
Notices to holders of debt securities will be given by mail to
the addresses of such holders as they appear in the security
register.
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Description
of Authorized Shares
General
As of the date of this prospectus, Nobles authorized share
capital is US $55,000,000, divided into 400,000,000 ordinary
shares, par value US$0.10 (Ordinary Shares), and
15,000,000 preferred shares, par value US$1.00 (Preferred
Shares). The Preferred Shares are blank check
shares, meaning that the board of directors of Noble may
designate and create the Preferred Shares as shares of any
series and determine the respective rights and restrictions of
any such series.
As of September 30, 2008, Noble had 263,807,152 Ordinary
Shares and no Preferred Shares outstanding. As of that date,
Noble also had approximately 3,582,277 Ordinary Shares reserved
for issuance upon exercise of options or in connection with
other awards outstanding under various employee or director
incentive, compensation and option plans.
Set forth below is a summary of the material terms of
Nobles Ordinary Shares with the rights attaching to them
as provided for under the applicable provisions of Nobles
memorandum of association (the memorandum) and
articles of association (the articles) and the
Companies Law of the Cayman Islands, as revised. You should
refer to the memorandum, the articles, the Companies Law and the
documents we have incorporated by reference for a complete
statement of the terms and rights of Nobles authorized
shares. In accordance with Cayman Islands law, holders of shares
of Noble are referred to as members in Nobles
memorandum and articles, and this terminology in regard to Noble
is used in this prospectus and the prospectus supplements.
Ordinary
Shares
Voting Rights. The holders of Ordinary Shares
are entitled to one vote per share other than on the election of
directors.
With respect to the election of directors, each holder of
Ordinary Shares entitled to vote at the election has the right
to vote, in person or by proxy, the number of shares held by him
for as many persons as there are directors to be elected. The
directors are divided into three classes, with only one class
being up for election each year. Directors are elected by a
plurality of the votes cast in the election. Neither Cayman
Islands law nor the articles provide for cumulative voting for
the election of directors.
There are no limitations imposed by Cayman Islands law or the
articles on the right of nonresident members to hold or vote
their Ordinary Shares.
The rights attached to any separate class or series of shares,
unless otherwise provided by the terms of the shares of that
class or series, may be varied and amended by a special
resolution passed at a separate general meeting of holders of
the shares of that class or series. The necessary quorum for
that meeting is the presence of holders of a majority of the
shares of that class or series. Each holder of shares of the
class or series present, in person or by proxy, has one vote for
each share of the class or series of which he is the holder.
Outstanding shares will not be deemed to be varied by the
creation or issue of further shares that rank in any respect
prior to or equivalent with those shares.
Under Cayman Islands law, some matters, like altering the
memorandum or the articles, changing the name of Noble,
voluntarily winding up Noble or resolving to be registered by
way of continuation in a jurisdiction outside the Cayman
Islands, require the approval of members by a special
resolution. A special resolution is a resolution passed by the
holders of at least two-thirds of the shares voted at a general
meeting.
Quorum for General Meetings. The presence of
members, in person or by proxy, holding a majority of the issued
shares generally entitled to vote at a meeting is a quorum for
the transaction of most business. However, pursuant to the
articles, different quorums are required in some cases to
approve a change in Nobles articles. Members present in
person or by proxy holding at least 95 percent of the
issued shares entitled to
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vote at a meeting is the required quorum at a general meeting to
consider or adopt a special resolution to amend, vary, suspend
the operation of or disapply any of the following provisions of
the articles:
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Articles 31 through 49 which relate to the
convening of, and proceedings and procedures at, general
meetings;
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Articles 52 through 60 which relate to the
election, appointment and classification of directors;
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Articles 62 and 63 which require members to
approve certain business combinations with interested members
(with the exceptions described below); or
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Article 64 which requires members to approve
the sale, lease or exchange of all or substantially all of
Nobles property or assets.
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However, members present, in person or by proxy, holding a
majority of the issued shares entitled to vote at the meeting
will constitute a quorum if:
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a majority of the board of directors has, at or prior to the
meeting, recommended a vote in favor of the special
resolution; and
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in the case of a special resolution to amend, vary, suspend the
operation of or disapply Article 62 of the articles, the
favorable recommendation is made by a majority of the
disinterested directors, meaning those directors who are
unaffiliated with and are not nominees of the interested member
and were directors prior to the time the interested member
became an interested member; or
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in the case of a special resolution to amend, vary, suspend the
operation of or disapply Article 63 of the articles, other
than a special resolution referred to in the next full paragraph
below, the favorable board of directors recommendation is
made at a time when a majority of the board of directors then in
office were directors prior to any person becoming an interested
member during the previous three years or were recommended for
election or elected to succeed those directors by a majority of
those directors.
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In addition, members present, in person or by proxy, holding a
majority of the issued shares entitled to vote at a meeting also
constitute the required quorum to consider or adopt a special
resolution to delete Article 63 of the articles if:
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the resolution will not be effective until 12 months after
it is passed by members; and
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the restrictions in Article 63 of the articles will
otherwise continue to apply to any business combination between
Noble and any person who became an interested member on or prior
to the passing of the resolution.
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The members present at a duly constituted general meeting may
continue to transact business until adjournment, despite the
withdrawal of members that leaves less than a quorum.
Dividend Rights. Subject to any rights and
restrictions of any other class or series of shares,
Nobles board of directors may, from time to time, declare
dividends on the Ordinary Shares issued and authorize payment of
the dividends out of Nobles lawfully available funds.
Nobles board of directors may declare that any dividend be
paid wholly or partly by the distribution of shares of Noble
and/or
specific assets.
Nobles dividend policy provides for the payment of a
quarterly cash dividend. Most recently, Nobles board of
directors declared a cash dividend of $0.04 per Ordinary Share,
payable on December 1, 2008. The declaration and payment of
dividends in the future are at the discretion of Nobles
board of directors and the amount thereof will depend on
Nobles results of operations, financial condition, cash
requirements, future business prospects, contractual
restrictions and other factors deemed relevant by Nobles
board of directors.
Rights Upon Liquidation. Upon Nobles
liquidation, after Nobles creditors have been paid in full
and the full amounts that holders of any issued shares ranking
senior to the Ordinary Shares as to distribution on liquidation
or winding up are entitled to receive have been paid or set
aside for payment, the holders of Ordinary Shares are entitled
to receive, pro rata, any of Nobles remaining assets
available for distribution.
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The liquidator may deduct from the amount payable in respect of
those Ordinary Shares any liabilities the holder has to or with
Noble.
No Sinking Fund. The Ordinary Shares have no
sinking fund provisions.
No Liability for Further Calls or
Assessments. The issued and outstanding Ordinary
Shares are duly and validly issued, fully paid and nonassessable.
No Preemptive Rights. Holders of Ordinary
Shares have no preemptive or preferential right to purchase any
securities of Noble.
Redemption and Conversion. The Ordinary Shares
are not convertible into shares of any other class or series and
are not subject to redemption either by Noble or the holder of
the Ordinary Shares.
Repurchase. Under the articles, Noble may
purchase any issued Ordinary Shares in the circumstances and on
the terms as are agreed by Noble and the holder of the Ordinary
Shares whether or not Noble has made a similar offer to all or
any other of the holders of Ordinary Shares.
Restrictions on Transfer. Subject to the rules
of the New York Stock Exchange and any other securities exchange
on which the Ordinary Shares may be listed, Nobles board
of directors may, in its absolute discretion and without
assigning any reason, decline to register any transfer of shares.
Compulsory Acquisition of Shares Held by Minority
Holders. An acquiring party is generally able to
acquire compulsorily the Ordinary Shares of minority holders in
one of two ways:
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By a procedure under the Cayman Islands Companies Law, 2007
Revision (the Companies Law), known as a
scheme of arrangement. A scheme of arrangement is
made by obtaining the consent of the Cayman Islands company, the
consent of the court and approval of the arrangement by holders
of ordinary shares (1) representing a majority in number of
the members present at the meeting held to consider the
arrangement and (2) holding at least 75 percent of all
the issued ordinary shares other than those held by the
acquiring party, if any. If a scheme of arrangement receives all
necessary consents and approvals, all holders of ordinary shares
of a company would be compelled to sell their shares under the
terms of the scheme of arrangement.
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By acquiring pursuant to a tender offer 90 percent of the
ordinary shares not already owned by the acquiring party (the
offeror). If an offeror has, within four months
after the making of an offer for all the ordinary shares not
owned by the offeror, obtained the approval of not less than
90 percent of all the shares to which the offer relates,
the offeror may, at any time within two months after the end of
that four-month period, require any nontendering member to
transfer its shares on the same terms as the original offer. In
those circumstances, nontendering members will be compelled to
sell their shares, unless within one month from the date on
which the notice to compulsorily acquire was given to the
nontendering member, the nontendering member is able to convince
the court to order otherwise.
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Transfer Agent. The transfer agent and
registrar for the Ordinary Shares is Computershare
Trust Company, N.A., Canton, Massachusetts. The Ordinary
Shares are listed on the New York Stock Exchange under the
symbol NE.
Preferred
Shares and Depositary Shares
Noble may issue Preferred Shares in one or more series.
Nobles board of directors will determine the dividend,
voting, conversion and other rights of the series being offered
and the terms and conditions relating to its offering and sale
at the time of the offer and sale. Noble may also issue
fractional Preferred Shares that will be represented by
Depositary Shares and Depositary Receipts.
Description
of Preferred Shares
The articles authorize Nobles board of directors or a
committee of its board of directors to cause Preferred Shares to
be issued in one or more series, without member action.
Nobles board of directors is authorized to issue up to
15,000,000 Preferred Shares, and can determine the number of
shares of each series,
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and the rights, preferences and limitations of each series.
Noble may amend the articles to increase the number of
authorized Preferred Shares in a manner permitted by the
articles and the Companies Law. As of the date of this
prospectus, Noble has no Preferred Shares outstanding.
The particular terms of any series of Preferred Shares being
offered by Noble under this shelf registration will be described
in the prospectus supplement relating to that series of
Preferred Shares. Those terms may include:
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the number of Preferred Shares of the series being offered;
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the title and liquidation preference per share of that series of
Preferred Shares;
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the purchase price of the Preferred Shares;
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the dividend rate (or method for determining such rate);
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the dates on which dividends are intended to be paid;
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whether dividends on that series of Preferred Shares will be
cumulative or non-cumulative and, if cumulative, the dates from
which dividends will commence to accumulate;
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any redemption or sinking fund provisions applicable to that
series of Preferred Shares;
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any conversion provisions applicable to that series of Preferred
Shares;
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whether Noble has elected to offer depositary shares with
respect to that series of Preferred Shares; or
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any additional dividend, liquidation, redemption, sinking fund
and other rights and restrictions applicable to that series of
Preferred Shares.
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If the terms of any series of Preferred Shares being offered
differ from the terms set forth below, those terms will also be
disclosed in the prospectus supplement relating to that series
of Preferred Shares. If Noble offers any Preferred Shares, Noble
will file with the SEC the form of resolutions adopted by its
board of directors establishing the series of the Preferred
Shares.
The Preferred Shares will, when issued, be fully paid and
nonassessable. Unless otherwise specified in the prospectus
supplement, in the event Noble liquidates, dissolves or
winds-up its
business, each series of Preferred Shares will have the same
rank as to dividends and distributions as each other series of
the Preferred Shares Noble may issue in the future. The
Preferred Shares will have no preemptive rights.
Dividend Rights. Holders of Preferred Shares
of each series will be entitled to receive, when, as and if
declared by Nobles board of directors, cash dividends at
the rates and on the dates set forth in the applicable
prospectus supplement. Dividend rates may be fixed or variable
or both. Different series of Preferred Shares may be entitled to
dividends at different dividend rates or based upon different
methods of determination. Each dividend will be payable to the
holders of record as they appear on Nobles stock books
(or, if applicable, the records of the Depositary referred to
below under Description of Depositary Shares) on
record dates determined by Nobles board of directors.
Dividends on any series of the Preferred Shares may be
cumulative or non-cumulative, as specified in the prospectus
supplement. If Nobles board of directors fails to declare
a dividend on any series of Preferred Shares for which dividends
are non-cumulative, then the right to receive that dividend will
be lost, and Noble will have no obligation to pay the dividend
for that dividend period, whether or not dividends are declared
for any future dividend period.
No full dividends will be declared or paid on any series of
Preferred Shares, unless full dividends for the dividend period
commencing after the immediately preceding dividend payment date
(and cumulative dividends still owing, if any) have been or
contemporaneously are declared and paid on all other series of
Preferred Shares that have the same rank as, or rank senior to,
that series of Preferred Shares. When those dividends are not
paid in full, dividends will be declared pro rata, so that the
amount of dividends declared per share on that series of
Preferred Shares and on each other series of Preferred Shares
having the same rank as, or ranking senior to, that series of
Preferred Shares will in all cases bear to each other the same
ratio that accrued dividends per share on that series of
Preferred Shares and the other Preferred Shares bear to each
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other. In addition, generally, unless full dividends, including
cumulative dividends still owing, if any, on all outstanding
shares of any series of Preferred Shares have been paid, no
dividends will be declared or paid on the Ordinary Shares and
generally Noble may not redeem or purchase any Ordinary Shares.
No interest, or sum of money in lieu of interest, will be paid
in connection with any dividend payment or payments that may be
in arrears.
The amount of dividends payable for each dividend period will be
computed by annualizing the applicable dividend rate and
dividing by the number of dividend periods in a year, except
that the amount of dividends payable for the initial dividend
period or any period shorter than a full dividend period will be
computed on the basis of a
360-day year
consisting of twelve
30-day
months and, for any period less than a full month, the actual
number of days elapsed in the period.
Rights Upon Liquidation. In the event Noble
liquidates, dissolves or
winds-up its
affairs, either voluntarily or involuntarily, the holders of
each series of Preferred Shares will be entitled to receive
liquidating distributions in the amount set forth in the
prospectus supplement relating to each series of Preferred
Shares, plus an amount equal to accrued and unpaid dividends, if
any, before any distribution of assets is made to the holders of
Ordinary Shares. If the amounts payable with respect to
Preferred Shares of any series and any shares having the same
rank as that series of Preferred Shares are not paid in full,
the holders of Preferred Shares and of such other shares will
share ratably in any such distribution of assets in proportion
to the full respective preferential amounts to which they are
entitled. After the holders of each series of Preferred Shares
and any shares having the same rank as the Preferred Shares are
paid in full, they will have no right or claim to any of
Nobles remaining assets. Neither the sale of all or
substantially all Nobles property or business nor an
amalgamation, merger or consolidation by Noble with any other
corporation will be considered a dissolution, liquidation or
winding up by Noble of its business or affairs.
Redemption. Any series of Preferred Shares may
be redeemable, in whole or in part, at Nobles option. In
addition, any series of Preferred Shares may be subject to
mandatory redemption pursuant to a sinking fund. The redemption
provisions that may apply to a series of Preferred Shares,
including the redemption dates and the redemption prices for
that series, will be set forth in the applicable prospectus
supplement.
If a series of Preferred Shares is subject to mandatory
redemption, the prospectus supplement will specify the year
Noble can begin to redeem shares of the Preferred Shares, the
number of Preferred Shares Noble can redeem each year, and
the redemption price per share. Noble may pay the redemption
price in cash, shares or in cash that it has received
specifically from the sale of its capital shares, as specified
in the prospectus supplement. If the redemption price is to be
paid only from the proceeds of the sale of Noble capital shares,
the terms of the series of Preferred Shares may also provide
that, if no such capital shares are sold or if the amount of
cash received is insufficient to pay in full the redemption
price then due, the series of Preferred Shares will
automatically be converted into the applicable capital shares
pursuant to conversion provisions specified in the prospectus
supplement.
If fewer than all the outstanding shares of any series of
Preferred Shares are to be redeemed, whether by mandatory or
optional redemption, Nobles board of directors will
determine the method for selecting the shares to be redeemed,
which may be by lot or pro rata or by any other method
determined to be equitable. From and after the redemption date,
dividends will cease to accrue on the Preferred Shares called
for redemption and all rights of the holders of those shares
(except the right to receive the redemption price) will cease.
In the event that full dividends, including accrued but unpaid
dividends, if any, have not been paid on any series of Preferred
Shares, Noble may not redeem that series in part and Noble may
not purchase or acquire any shares of that series of Preferred
Shares, except by an offer made on the same terms to all holders
of that series of Preferred Shares.
Conversion Rights. The prospectus supplement
will state the terms, if any, on which Preferred Shares of a
series are convertible into Ordinary Shares or another series of
Nobles Preferred Shares. As described under
Redemption above, under certain circumstances,
Preferred Shares may be mandatorily converted into Ordinary
Shares or another series of Nobles Preferred Shares.
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Voting Rights. Except as indicated below or in
the applicable prospectus supplement, or except as expressly
required by applicable law, the holders of Preferred Shares will
not be entitled to vote. Except as indicated in the applicable
prospectus supplement, in the event Noble issues full shares of
any series of Preferred Shares, each share will be entitled to
one vote on matters on which holders of that series of Preferred
Shares are entitled to vote. However, as more fully described
below under Description of Depositary
Shares, if Noble issues Depositary Shares representing a
fraction of a Preferred Share of a series, each Depositary Share
will, in effect, be entitled to that fraction of a vote, rather
than a full vote. Because each full share of any series of
Preferred Shares will be entitled to one vote, the voting power
of that series will depend on the number of shares in that
series, and not on the aggregate liquidation preference or
initial offering price of the Preferred Shares of that series.
Transfer Agent and Registrar. Computershare
Trust Company, N.A., Canton, Massachusetts, will be the
transfer agent, registrar and dividend disbursement agent for
the Preferred Shares and any depositary shares (see the
description of depositary shares below). The registrar for the
Preferred Shares will send notices to the holders of the
Preferred Shares of any meetings at which such holders will have
the right to elect directors or to vote on any other matter.
Description
of Depositary Shares
General. Noble may, at its option, elect to
offer fractional Preferred Shares, rather than full Preferred
Shares. If Noble does, it will issue to the public receipts for
depositary shares, and each of these depositary shares will
represent a fraction (to be set forth in the applicable
prospectus supplement) of a Preferred Share of a particular
series.
The shares of any series of Preferred Shares underlying the
depositary shares will be deposited under a deposit agreement
(the Deposit Agreement) between Noble and a bank or
trust company selected by Noble (the Depositary).
Subject to the terms of the Deposit Agreement, each owner of a
depositary share will be entitled, in proportion to the
applicable fractional interest in Preferred Shares underlying
that depositary share, to all the rights and preferences of the
Preferred Shares underlying that depositary share. Those rights
include dividend, voting, redemption, conversion and liquidation
rights.
The depositary shares will be evidenced by depositary receipts
issued pursuant to the Deposit Agreement. Depositary receipts
will be issued to those persons who purchase the fractional
interests in the Preferred Shares underlying the depositary
shares, in accordance with the terms of the offering. Copies of
the forms of Deposit Agreement and depositary receipt are filed
or incorporated by reference as exhibits to the registration
statement of which this prospectus is part. Set forth below is a
summary of the material terms of the Deposit Agreement, the
depositary shares and the depositary receipts. You should refer
to the forms of the Deposit Agreement and Depositary Receipts
that are filed or incorporated by reference as exhibits to the
registration statement.
Dividends and Other Distributions. The
Depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Shares to the
record holders of Depositary Shares relating to those Preferred
Shares in proportion to the number of depositary shares owned by
those holders.
If there is a distribution other than in cash, the Depositary
will distribute property received by it to the record holders of
depositary shares that are entitled to receive the distribution,
unless the Depositary determines that it is not feasible to make
the distribution. If this occurs, the Depositary may, with
Nobles approval, sell the property and distribute the net
proceeds from the sale to the applicable holders.
Redemption of Depositary Shares. If a series
of Preferred Shares underlying the depositary shares is subject
to redemption, the depositary shares will be redeemed from the
proceeds received by the Depositary resulting from the
redemption, in whole or in part, of that series of Preferred
Shares held by the Depositary. The redemption price per
depositary share will be equal to the applicable fraction of the
redemption price per share payable with respect to that series
of the Preferred Shares. Whenever Noble redeems Preferred Shares
that are held by the Depositary, the Depositary will redeem, as
of the same redemption date, the number of depositary shares
representing the Preferred Shares so redeemed. If fewer than all
the depositary shares are to
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be redeemed, the depositary shares to be redeemed will be
selected by lot or pro rata as determined by the Depositary.
After the date fixed for redemption, the depositary shares
called for redemption will no longer be outstanding, and all
rights of the holders of those depositary shares will cease,
except the right to receive any money, securities, or other
property upon surrender to the Depositary of the depositary
receipts evidencing those depositary shares.
Voting the Preferred Shares. Upon receipt of
notice of any meeting at which the holders of Preferred Shares
are entitled to vote, the Depositary will mail the information
contained in the notice of meeting to the record holders of the
depositary shares underlying those Preferred Shares. Each record
holder of those depositary shares on the record date (which will
be the same date as the record date for the Preferred Shares)
will be entitled to instruct the Depositary as to the exercise
of the voting rights pertaining to the amount of the Preferred
Shares underlying that holders depositary shares. The
Depositary will try, as far as practicable, to vote the number
of Preferred Shares underlying those depositary shares in
accordance with such instructions, and Noble will agree to take
all action that may be deemed necessary by the Depositary in
order to enable the Depositary to do so. The Depositary will not
vote the Preferred Shares to the extent it does not receive
specific instructions from the holders of depositary shares
underlying the Preferred Shares.
Amendment and Termination of the Depositary
Agreement. The form of depositary receipt
evidencing the depositary shares and any provision of the
Deposit Agreement may be amended at any time by agreement
between Noble and the Depositary. However, any amendment that
materially and adversely alters the rights of the holders of
depositary shares will not be effective unless the amendment has
been approved by the holders of a majority of the depositary
shares then outstanding. The Deposit Agreement may be terminated
by Noble or by the Depositary only if (i) all outstanding
depositary shares have been redeemed or (ii) there has been
a final distribution of the underlying Preferred Shares in
connection with Nobles liquidation, dissolution or winding
up and the Preferred Shares have been distributed to the holders
of depositary receipts.
Resignation and Removal of Depositary. The
Depositary may resign at any time by delivering a notice to
Noble of its election to do so. Noble may remove the Depositary
at any time. Any such resignation or removal will take effect
upon the appointment of a successor Depositary and its
acceptance of its appointment. The successor Depositary must be
appointed within 60 days after delivery of the notice of
resignation or removal.
Miscellaneous. The Depositary will forward to
holders of depositary receipts all reports and communications
from Noble that it delivers to the Depositary and that it is
required to furnish to the holders of the Preferred Shares.
Neither Noble nor the Depositary will be liable if either of
them is prevented or delayed by law or any circumstance beyond
their control in performing their respective obligations under
the Deposit Agreement. Nobles obligations and those of the
Depositary will be limited to the performance in good faith of
their respective duties under the Deposit Agreement. Neither
Noble nor the Depositary will be obligated to prosecute or
defend any legal proceeding in respect of any depositary shares
or Preferred Shares unless satisfactory indemnity is furnished.
Noble and the Depositary may rely upon written advice of counsel
or accountants, or upon information provided by persons
presenting Preferred Shares for deposit, holders of depositary
receipts or other persons believed to be competent and on
documents believed to be genuine.
Description
of Permanent Global Preferred Securities
Certain series of the Preferred Shares or depositary shares may
be issued as permanent global securities to be deposited with a
depositary with respect to that series. Unless otherwise
indicated in the applicable prospectus supplement, the following
is a summary of the depositary arrangements applicable to
Preferred Shares or depositary receipts issued in permanent
global form and for which DTC acts as the depositary
(Global Preferred Securities).
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Each Global Preferred Security will be deposited with, or on
behalf of, DTC or its nominee and registered in the name of a
nominee of DTC. Except under the limited circumstances described
below, Global Preferred Securities are not exchangeable for
definitive certificated Preferred Shares or depositary receipts.
Ownership of beneficial interests in a Global Preferred Security
is limited to institutions that have accounts with DTC or its
nominee (participants) or persons that may hold
interests through participants. In addition, ownership of
beneficial interests by participants in a Global Preferred
Security will be evidenced only by, and the transfer of that
ownership interest will be effected only through, records
maintained by DTC or its nominee for a Global Preferred
Security. Ownership of beneficial interests in a Global
Preferred Security by persons that hold through participants
will be evidenced only by, and the transfer of that ownership
interest within that participant will be effected only through,
records maintained by that participant. DTC has no knowledge of
the actual beneficial owners of the Preferred Shares or
depositary shares, as the case may be, represented by a Global
Preferred Security. Beneficial owners will not receive written
confirmation from DTC of their purchase, but beneficial owners
are expected to receive written confirmations providing details
of the transaction, as well as periodic statements of their
holdings, from the participants through which the beneficial
owners entered the transaction. The laws of some jurisdictions
require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such laws may
impair the ability to transfer beneficial interests in a Global
Preferred Security.
Payments on Preferred Shares and depositary shares represented
by a Global Preferred Security registered in the name of or held
by DTC or its nominee will be made to DTC or its nominee, as the
case may be, as the registered owner and holder of the Global
Preferred Security representing the Preferred Shares or
depositary shares. Noble have been advised by DTC that upon
receipt of any payment on a Global Preferred Security, DTC will
immediately credit accounts of participants on its book-entry
registration and transfer system with payments in amounts
proportionate to their respective beneficial interests in that
Global Preferred Security as shown in the records of DTC.
Payments by participants to owners of beneficial interests in a
Global Preferred Security held through those participants will
be governed by standing instructions and customary practices, as
is now the case with securities held for the accounts of
customers in bearer form or registered in street
name, and will be the sole responsibility of those
participants, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Neither Noble nor any of its agents will be responsible for any
aspect of the records of DTC, any nominee or any participant
relating to, or payments made on account of beneficial interests
in a Global Preferred Security or for maintaining, supervising
or reviewing any of the records of DTC, any nominee or any
participant relating to such beneficial interests.
A Global Preferred Security is exchangeable for definitive
certificated Preferred Shares or depositary receipts, as the
case may be, registered in the name of, and a transfer of a
Global Preferred Security may be registered to, a person other
than DTC or its nominee, only if:
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DTC notifies Noble that it is unwilling or unable to continue as
Depositary for the Global Preferred Security or at any time DTC
ceases to be registered under the Exchange Act; or
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Noble determines in its discretion that the Global Preferred
Security shall be exchangeable for definitive Preferred Shares
or depositary receipts, as the case may be, in registered form.
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Any Global Preferred Security that is exchangeable pursuant to
the preceding sentence will be exchangeable in whole for
definitive certificated Preferred Shares or depositary receipts,
as the case may be, registered by the registrar in the name or
names instructed by DTC. Noble expects that those instructions
may be based upon directions received by DTC from its
participants with respect to ownership of beneficial interests
in that Global Preferred Security.
Except as provided above, owners of the beneficial interests in
a Global Preferred Security will not be entitled to receive
physical delivery of certificates representing shares of
Preferred Shares or depositary shares, as the case may be, and
will not be considered the holders of Preferred Shares or
depositary shares, as the case may be. No Global Preferred
Security shall be exchangeable except for another Global
Preferred Security to be registered in the name of DTC or its
nominee. Accordingly, each person owning a beneficial interest
in a
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Global Preferred Security must rely on the procedures of DTC
and, if that person is not a participant, on the procedures of
the participant through which that person owns its interest, to
exercise any rights of a holder of Preferred Shares or
depositary shares, as the case may be.
Noble understands that, under existing industry practices, in
the event that it requests any action of holders, or an owner of
a beneficial interest in a Global Preferred Security desires to
give or take any action that a holder of Preferred Shares or
depositary shares, as the case may be, is entitled to give or
take, DTC would authorize the participants holding the relevant
beneficial interests to give or take that action and those
participants would authorize beneficial owners owning through
those participants to give or take that action or would
otherwise act upon the instructions of beneficial owners owning
through them.
A brief description of DTC is set forth above under
Description of Debt Securities-Book Entry Procedures.
Warrants
Noble may issue warrants for the purchase of its debt
securities, Preferred Shares or Ordinary Shares. Noble may issue
warrants alone or together with any other securities. Each
series of warrants will be issued under a separate warrant
agreement to be entered into between Noble and a warrant agent.
The warrant agent will act solely as Nobles agent in
connection with the warrant of such series and will not assume
any obligation or relationship of agency for or with holders or
beneficial owners of warrants. Further terms of the warrants and
the applicable warrant agreement will be set forth in the
applicable prospectus supplement.
Plan of
Distribution
Noble, Noble Drilling and NHIL may sell the securities offered
in this prospectus in and outside the United States
(a) through agents; (b) through underwriters or
dealers; (c) directly to one or more purchasers or
(d) through a combination of any of these methods. The
applicable prospectus supplement will include the following
information:
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the terms of the offering;
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the names of any underwriters, dealers or agents, and the
respective amounts of securities underwritten or purchased by
each of them;
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the name or names of any managing underwriter or underwriters;
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the purchase price of the securities;
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the net proceeds to the respective issuers from the sale of the
securities;
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any delayed delivery arrangements;
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any underwriting discounts, commissions and other items
constituting underwriters compensation;
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any initial public offering price;
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any discounts or concessions allowed or reallowed or paid to
dealers; and
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any commissions paid to agents.
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By
Agents
Offered securities may be sold through agents designated by an
issuer. In the prospectus supplement, the issuer will name any
agent involved in the offer or sale of the offered securities
and will describe any commissions payable by an issuer to the
agent. Unless the issuer informs you otherwise in the prospectus
supplement, the agents will agree to use their reasonable best
efforts to solicit purchases for the period of their
appointment. An issuer may sell securities directly to
institutional investors or others who may be deemed to
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be underwriters within the meaning of the U.S. Securities
Act with respect to those securities. The terms of any such
sales will be described in the applicable prospectus supplement.
By
Underwriters or Dealers
If underwriters are used in the sale, the offered securities
will be acquired by the underwriters for their own account. The
underwriters may resell the securities in one or more
transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the
time of sale. The underwriter may offer securities to the public
either through underwriting syndicates represented by one or
more managing underwriters or directly by one or more firms
acting as an underwriter. Unless the issuer informs you
otherwise in the applicable prospectus supplement, the
obligations of the underwriters to purchase the securities will
be subject to certain conditions, and the underwriters will be
obligated to purchase all the securities of the series offered
if any of the securities are purchased. Any initial public
offering price and any discounts or concessions allowed or
re-allowed or paid to dealers may be changed from time to time.
During and after an offering through underwriters, the
underwriters may purchase and sell the securities in the open
market. These transactions may include overallotment and
stabilizing transactions and purchases to cover syndicate short
positions created in connection with the offering. The
underwriters may also impose a penalty bid, which means that
selling concessions allowed to syndicate members or other
broker-dealers for the offered securities sold for their account
may be reclaimed by the syndicate if the offered securities are
repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or
otherwise affect the market price of the offered securities,
which may be higher than the price that might otherwise prevail
in the open market. If commenced, the underwriters may
discontinue these activities at any time.
If an issuer uses dealers in the sale of securities, it will
sell the securities to them as principals. They may then resell
those securities to the public at varying prices determined by
the dealers at the time of resale. The dealers participating in
any sale of the securities may be deemed to be underwriters
within the meaning of the U.S. Securities Act, with respect
to any sale of those securities. The issuer will include in the
prospectus supplement the names of the dealers and the terms of
the transaction.
Direct
Sales
Offered securities may also be sold directly by an issuer. In
this case, no underwriters or agents would be involved.
Delayed
Delivery Contracts
If the prospectus supplement so indicates, an issuer may
authorize agents, underwriters or dealers to solicit offers from
certain types of institutions to purchase securities from us at
the public offering price under delayed delivery contracts.
These contracts would provide for payment and delivery on a
specified date in the future. The contracts would be subject
only to those conditions described in the prospectus supplement.
The prospectus supplement will describe the commission payable
for solicitation of those contracts.
General
Information
Underwriters, dealers and agents that participate in the
distribution of the offered securities may be underwriters as
defined in the U.S. Securities Act, and any discounts or
commissions received by them from an issuer or guarantor and any
profit on the resale of the offered securities by them may be
treated as underwriting discounts and commissions under the
U.S. Securities Act. Any underwriters or agents will be
identified and their compensation described in the applicable
prospectus supplement.
Noble, Noble Drilling or NHIL may have agreements with the
underwriters, dealers and agents to indemnify them against
certain civil liabilities, including liabilities under the
U.S. Securities Act, or to contribute with respect to
payments which the underwriters, dealers or agents may be
required to make.
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Underwriters, dealers and agents may engage in transactions
with, or perform services for, Noble, Noble Drilling, NHIL or
other subsidiaries of Noble in the ordinary course of their
businesses.
Unless otherwise stated in a prospectus statement, the
obligations of the underwriters to purchase any securities will
be conditioned on customary closing conditions and the
underwriters will be obligated to purchase all of such series of
securities if any are purchased.
The applicable prospectus supplement will set forth the place
and time of delivery for the securities in respect of which this
prospectus is delivered.
Legal
Matters
Except as set forth in the applicable prospectus supplement, the
validity of the debt securities and depositary shares under
United States laws will be passed upon for Noble, Noble Drilling
or NHIL, as applicable, by Baker Botts L.L.P., Houston, Texas,
and the validity of Nobles Ordinary Shares, Preferred
Shares and warrants under Cayman Islands law will be passed upon
for Noble by Maples and Calder, Grand Cayman, Cayman Islands,
and Maples and Calder is not passing on any matters other than
those governed by Cayman Islands law.
Experts
The consolidated financial statements incorporated in this
prospectus by reference to Noble Corporations Current
Report on Form 8-K dated November 18, 2008 and
managements assessment of the effectiveness of internal
control over financial reporting (which is included in
Managements Report on Internal Control over Financial
Reporting) incorporated in this prospectus by reference to the
Annual Report on Form 10-K of Noble Corporation for the
year ended December 31, 2007 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting.
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$
Noble Holding International
Limited
% Senior
Notes
due 2014
PROSPECTUS SUPPLEMENT
Book Running
Managers
Goldman, Sachs &
Co.
Citi
SunTrust Robinson
Humphrey
Co-Managers
Barclays Capital
DnB NOR Markets
Fortis Securities LLC
HSBC
Mitsubishi UFJ Securities
Wells Fargo Securities