Noble Corp false 0001458891 0001458891 2021-04-19 2021-04-19

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 19, 2021

 

 

NOBLE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-36211   98-1575532
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)

 

13135 Dairy Ashford, Suite 800
Sugar Land, Texas 		  77478
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (281) 276-6100

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
symbol(s)

 

Name of each exchange
on which registered

N/A   N/A   N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 19, 2021, the Board of Directors (the “Board”) of Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), appointed Paul Aronzon to serve as a director. Mr. Aronzon will serve as a director until the next shareholder vote at the annual general meeting of shareholders of the Company in 2022. At the time of his appointment, Mr. Aronzon was named to serve on the Audit Committee of the Board.

Mr. Aronzon, age 66, is a strategic financial consultant with over 40 years of experience as a lead advisor for a wide range of companies. He was formerly co-managing partner of Milbank LLP’s Los Angeles office and co-leader of Milbank’s Global Financial Restructuring Group. He served as the Executive Vice President and co-head of the Corporate Finance Group at Imperial Capital, between 2006 and 2008. Previously, he was a partner/associate for finance and restructuring groups at Gendel, Raskoff, Shapiro and Quittner, Los Angeles, California. Mr. Aronzon holds a J.D. from the Southwestern University School of Law and a B.A. degree in Political Science from the California State University at Northridge, Los Angeles, California.

Mr. Aronzon was added as an additional member of the Board and was designated by Pacific Investment Management Company LLC in accordance with its director designation right. A description of such director designation right is set forth under “Director Designation Right” in Item 5.03 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2021 and is incorporated herein by reference.

The Company is not aware of any transaction in which Mr. Aronzon has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Aronzon will be compensated for his service on the Board under the Company’s standard arrangement for non-employee directors. A description of such compensation for 2021 is set forth under “Director Compensation—Annual Retainers and Other Fees and Expenses” under Part III, Item 11 of Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 filed with the SEC on April 16, 2021 and is incorporated herein by reference.

On April 19, 2021, the Company entered into an indemnification agreement (the “Indemnification Agreement”) with Mr. Aronzon providing for indemnification and advancement of litigation and other expenses to the fullest extent permitted by law for claims relating to his service to the Company or its subsidiaries. The Indemnification Agreement is substantially similar to the Company’s indemnification agreements with its executive officers and other directors. The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 7.01

Regulation FD Disclosure.

On April 19, 2021, the Company issued a press release announcing the appointment of Mr. Aronzon as a director, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

 

  (d)

Exhibits.

 

EXHIBIT
NUMBER

       

DESCRIPTION

10.1    —    Form of Indemnification Agreement, by and between Noble Corporation and its officers and directors (filed as Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).
99.1    —    Press Release issued by Noble Corporation, dated April 19, 2021.
104    —    Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    NOBLE CORPORATION
Date: April 21, 2021     By:  

/s/ William E. Turcotte

      William E. Turcotte
      Senior Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

 

Noble Corporation    LOGO

13135 Dairy Ashford, Suite 800

Sugar Land, Texas 77478

 

 

PRESS RELEASE

NOBLE CORPORATION ANNOUNCES APPOINTMENT OF NEW DIRECTOR

SUGAR LAND, TEXAS, April 19, 2021 - Noble Corporation (“Noble” or the “Company”) today announced that the Company’s Board of Directors has appointed Paul Aronzon to serve as a Director.

Charles M. Sledge, on behalf of the Board of Directors, commented, “We are pleased to welcome Paul to Noble’s Board of Directors. We look forward to adding his knowledge and experience as we remain focused on safe and efficient operations for our customers and continue our drive towards sustainable value creation for all of Noble’s stakeholders.”

Mr. Aronzon was added as an additional member of the Board of Directors and was designated by Pacific Investment Management Company LLC in accordance with its director appointment right. Mr. Aronzon is a strategic financial consultant with over 40 years of experience as a lead advisor for a wide range of companies. He was formerly co-managing partner of Milbank’s Los Angeles office and Co-leader of Milbank’s Global Financial Restructuring Group. He served as the Executive Vice President and co-head of the Corporate Finance Group at Imperial Capital, between 2006 and 2008. Previously, he was a partner/associate for finance and restructuring Groups at Gendel, Raskoff, Shapiro and Quittner, Los Angeles, CA. Mr. Aronzon holds a J.D. from the Southwestern University School of Law and a B.A. degree in Political Science from the California State University at Northridge, Los Angeles, CA.

About Noble Corporation

Noble is a leading offshore drilling contractor for the oil and gas industry. Noble owns and operates one of the most modern, versatile and technically advanced fleets in the offshore drilling industry. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. Noble performs, through its subsidiaries, contract drilling services with a fleet of 24 offshore drilling units, consisting of 12 drillships and semisubmersibles and 12 jackups, focused largely on ultra-deepwater and high-specification jackup drilling opportunities in both established

and emerging regions worldwide. Noble is an exempted company incorporated in the Cayman Islands with limited liability with registered office at P.O. BOX 31327, Ugland House, S. Church Street, Georgetown, Grand Cayman, KY1-1104. Additional information on Noble is available at www.noblecorp.com.

Forward-looking Disclosure Statement

This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical facts included in this communication are forward-looking statements. When used in this report, or in the documents incorporated by reference, the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should,” “shall” and “will” and similar expressions are intended to be among the statements that identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this communication and the Company does not undertake any obligation to revise or update any forward-looking statement for any reason, except as required by law. The Company has identified factors, including, but not limited to, market conditions, the Company’s financial results and performance, the effects of public health threats, pandemics and epidemics, such as the recent and ongoing outbreak of COVID-19, and the adverse impact thereof on the Company’s business, financial condition and results of operations (including but not limited to the Company’s growth, operating costs, supply chain, availability of labor, logistical capabilities, customer demand for the Company’s services and industry demand generally, the Company’s liquidity, the price of the Company’s securities and trading markets with respect thereto, the Company’s ability to access capital markets, and the global economy and financial markets generally), the effects of actions by, or disputes among OPEC+ members with respect to production levels or other matters related to the price of oil, market conditions, factors affecting the level of activity in the oil and gas industry, supply and demand of drilling rigs, factors affecting the duration of contracts, the actual amount of downtime, factors that reduce applicable dayrates, operating hazards and delays, risks associated with operations outside the US, actions by regulatory authorities, credit rating agencies, customers, joint venture partners, contractors, lenders and other third parties, legislation and regulations affecting drilling operations, compliance with regulatory requirements, violations of anti-corruption laws, shipyard risk and timing, delays in mobilization of rigs, hurricanes and other

 

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weather conditions, and the future price of oil and gas, that could cause actual plans or results to differ materially from those included in any forward-looking statements. These factors include those “Risk Factors” referenced or described in Noble’s most recent Form 10-K, Form 10-Q’s, and other filings with the Commission. The Company cannot control such risk factors and other uncertainties, and in many cases, the Company cannot predict the risks and uncertainties that could cause the Company’s actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us.

NC-926

04/19/2021

For additional information, contact:

Craig Muirhead

Vice President – Investor Relations and Treasurer

Noble Corporation,

investors@noblecorp.com

 

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