AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 2003
FILE NO. 333-107595
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NOBLE CORPORATION
NOBLE HOLDING (U.S.) CORPORATION
NOBLE DRILLING CORPORATION
NOBLE DRILLING HOLDING LIMITED
NOBLE DRILLING HOLDING LLC
(Exact name of each registrant as specified in its charter)
(Registrants continued on next page)
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ROBERT D. CAMPBELL WITH A COPY TO:
VICE PRESIDENT AND GENERAL COUNSEL DAVID L. EMMONS
NOBLE DRILLING SERVICES INC. BAKER BOTTS L.L.P.
13135 SOUTH DAIRY ASHFORD, SUITE 800 2001 ROSS AVENUE, SUITE 700
SUGAR LAND, TEXAS 77478 DALLAS, TEXAS 75201
(281) 276-6100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after effectiveness.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE(1)
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PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED OFFERING PRICE(1)(2)(3) AMOUNT OF REGISTRATION FEE
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Debt securities of Noble Corporation........................
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Debt securities of Noble Drilling Corporation...............
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Debt securities of Noble Drilling Holding LLC...............
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Guarantees of Noble Corporation(4)..........................
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Guarantees of Noble Holding (U.S.) Corporation(4)...........
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Guarantees of Noble Drilling Holding Limited(4).............
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Preferred shares of Noble Corporation.......................
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Depositary shares of Noble Corporation......................
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Ordinary shares of Noble Corporation(5).....................
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Preferred share purchase rights(5)..........................
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Warrants of Noble Corporation...............................
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Total....................................................... $500,000,000 $40,450
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act. In no event will the
aggregate initial offering price of all securities issued from time to time
pursuant to this Registration Statement exceed $500,000,000. Any securities
registered hereunder may be sold separately or as units with other
securities registered hereunder.
(Footnotes continued on next page)
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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(Registrants continued from previous page)
NOBLE CORPORATION NOBLE DRILLING CORPORATION
CAYMAN ISLANDS DELAWARE
(State or other jurisdiction of incorporation (State or other jurisdiction of incorporation
or organization) or organization)
98-0366361 73-0374541
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
13135 SOUTH DAIRY ASHFORD, SUITE 800 13135 SOUTH DAIRY ASHFORD, SUITE 800
SUGAR LAND, TEXAS 77478 SUGAR LAND, TEXAS 77478
(281) 276-6100 (281) 276-6100
(Address, including zip code, and telephone (Address, including zip code, and telephone
number, number,
including area code, of registrant's including area code, of registrant's
principal executive offices) principal executive offices)
NOBLE HOLDING (U.S.) CORPORATION NOBLE DRILLING HOLDING LIMITED
DELAWARE CAYMAN ISLANDS
(State or other jurisdiction of incorporation (State or other jurisdiction of incorporation
or organization) or organization)
01-0751540 98-0380883
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
13135 SOUTH DAIRY ASHFORD, SUITE 800 58 NELSON QUAY
SUGAR LAND, TEXAS 77478 GOVERNOR'S HARBOUR
(281) 276-6100 GRAND CAYMAN, CAYMAN ISLANDS
(Address, including zip code, and telephone (345) 946-6161
number, (Address, including zip code, and telephone
including area code, of registrant's number,
principal executive offices) including area code, of registrant's
principal executive offices)
NOBLE DRILLING HOLDING LLC
DELAWARE
(State or other jurisdiction of incorporation or organization)
NONE
(I.R.S. Employer Identification No.)
58 NELSON QUAY
GOVERNOR'S HARBOUR
GRAND CAYMAN, CAYMAN ISLANDS
(345) 946-6161
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
(Footnotes continued from previous page)
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(2) Subject to note (1), there are being registered hereunder: (a) indeterminate
principal amount of debt securities of Noble Corporation and an
indeterminate number of preferred shares, depositary shares, ordinary
shares, preferred share purchase rights associated with ordinary shares and
warrants of Noble Corporation as may from time to time be issued at
indeterminate prices; (b) indeterminate principal amount of debt securities
of Noble Drilling Corporation as may from time to time be issued at
indeterminate prices and the related guarantees of such debt securities by
Noble Corporation and Noble Holding (U.S.) Corporation; and (c)
indeterminate principal amount of debt securities of Noble Drilling Holding
LLC as may from time to time be issued at indeterminate prices and the
related guarantees of such debt securities by Noble Corporation and Noble
Drilling Holding Limited.
(3) In addition, this registration statement includes a presently indeterminate
number of securities that may be issuable from time to time upon conversion,
exercise or exchange of the securities being registered hereunder.
(4) No separate consideration will be received for any guarantee of debt
securities; accordingly pursuant to Rule 457(n) under the Securities Act, no
separate filing fee is required.
(5) The ordinary shares being registered include associated preferred share
purchase rights.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 17, 2003
PRELIMINARY PROSPECTUS
(NOBLE LOGO)
$500,000,000
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NOBLE CORPORATION NOBLE DRILLING CORPORATION
DEBT SECURITIES DEBT SECURITIES
GUARANTEES OF DEBT SECURITIES
PREFERRED SHARES NOBLE DRILLING HOLDING LIMITED
DEPOSITARY SHARES GUARANTEES OF DEBT SECURITIES
ORDINARY SHARES
WARRANTS NOBLE DRILLING HOLDING LLC
DEBT SECURITIES
NOBLE HOLDING (U.S.) CORPORATION
GUARANTEES OF DEBT SECURITIES
---------------------
We will provide the specific terms of these securities in supplements to
this prospectus. Noble Corporation, or the applicable issuer of the securities,
can use this prospectus to offer and sell any specific security only by also
including a prospectus supplement for that security. You should read this
prospectus and the prospectus supplements carefully before you invest.
The aggregate initial offering price of all securities that may be sold
pursuant to this prospectus will not exceed U.S. $500,000,000. Noble
Corporation, or the applicable issuer of the securities, will offer the
securities 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.
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BEFORE INVESTING IN OUR SECURITIES, YOU SHOULD REVIEW THE "RISK FACTORS"
SECTION OF THIS PROSPECTUS BEGINNING ON PAGE 5.
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NEITHER THE 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.
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The date of this prospectus is , 2003.
TABLE OF CONTENTS
PAGE
----
About This Prospectus....................................... 3
About Noble Corporation..................................... 3
About Noble Holding (U.S.) Corporation...................... 4
About Noble Drilling Corporation............................ 4
About Noble Drilling Holding Limited........................ 4
About Noble Drilling Holding LLC............................ 4
Risk Factors................................................ 5
Risks Affecting Our Business.............................. 5
Tax Risks................................................. 6
Cautionary Statement Regarding Forward-looking Statements... 7
Use of Proceeds............................................. 8
Ratio of Earnings to Fixed Charges.......................... 9
Description of Debt Securities.............................. 9
General................................................... 10
Subordination............................................. 12
Guarantee................................................. 12
Amalgamation, Consolidation, Merger or Sale............... 13
Modification of Indentures................................ 13
Events of Default......................................... 13
Covenants................................................. 14
Payment and Transfer...................................... 14
Book Entry Procedures..................................... 14
Defeasance................................................ 16
The Trustee............................................... 16
Governing Law............................................. 16
Notices................................................... 16
Description of Authorized Shares............................ 16
General................................................... 16
Ordinary Shares........................................... 17
Preferred Share Purchase Rights........................... 19
Preferred Shares and Depositary Shares.................... 19
Warrants.................................................... 25
Plan of Distribution........................................ 25
By Agents................................................. 26
By Underwriters or Dealers................................ 26
Direct Sales.............................................. 26
Delayed Delivery Contracts................................ 26
General Information....................................... 27
Legal Opinions.............................................. 27
Experts..................................................... 27
Where You Can Find More Information......................... 27
2
ABOUT THIS PROSPECTUS
As used in this prospectus and any prospectus supplement:
- "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;
- "US Holdco" means Noble Holding (U.S.) Corporation, a Delaware
corporation and wholly-owned direct subsidiary of Noble;
- "Noble Delaware" means Noble Drilling Corporation, a Delaware corporation
and wholly-owned direct subsidiary of US Holdco;
- "Cayman Holdco" means Noble Drilling Holding Limited, a Cayman Islands
exempted company limited by shares and wholly-owned direct subsidiary of
Noble; and
- "NDHLLC" means Noble Drilling Holding LLC, a Delaware limited liability
company and wholly-owned direct subsidiary of Cayman Holdco.
We sometimes refer to Noble Delaware and NDHLLC as the "subsidiary issuers"
in this prospectus.
This prospectus is part of a registration statement that we filed with the
United States Securities and Exchange Commission (which we refer to as the SEC
in this prospectus) utilizing a "shelf" registration process. Under this shelf
process, we may offer and sell different types of the securities, and issue
related guarantees, as described in this prospectus in one or more offerings up
to a total offering amount of $500,000,000.
This prospectus provides you with a general description of the securities
we and the subsidiary issuers may offer and any related guarantees. Each time
securities are sold, we will provide a prospectus supplement and, if applicable,
a pricing supplement that will contain specific information about the terms of
that offering and the securities offered in that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read this prospectus, the prospectus supplement and any
pricing supplement, together with the additional information contained in the
documents we refer to under the "Where You Can Find More Information" section of
this prospectus.
ABOUT NOBLE CORPORATION
Noble Corporation is a Cayman Islands exempted company limited by shares
and was formed in February 2002 in connection with the corporate restructuring
described below. The ordinary shares of Noble are listed on the New York Stock
Exchange under the symbol "NE".
We are a leading provider of diversified services for the oil and gas
industry. We perform contract drilling services with our fleet of 57 offshore
drilling units located in key markets worldwide. Our fleet of floating deepwater
units consists of 13 semisubmersibles and three dynamically positioned
drillships, seven of which are designed to operate in water depths greater than
5,000 feet. Our premium fleet of 38 independent leg, cantilever jackup rigs
includes 24 units that operate in water depths of 300 feet or greater, four of
which operate in water depths of 360 feet or greater, and 11 units that operate
in water depths up to 250 feet. In addition, our fleet includes three
submersible drilling units. Nine of our drilling units are capable of operating
in harsh environments. In addition to the rigs in our fleet described above, we
have purchased options to acquire two premium jackup rigs: the Maersk Valiant
and Maersk Viking. Approximately 75 percent of our fleet is currently deployed
in international markets, principally including the North Sea, Brazil, West
Africa, the Middle East, Mexico and India. We provide technologically advanced
drilling-related products and services designed to create value for our
customers. We also provide labor contract drilling services, well site and
project management services, and engineering services.
3
On April 30, 2002, Noble became the successor to Noble Delaware as part of
the internal corporate restructuring of Noble Delaware and its subsidiaries. The
restructuring was accomplished through the formation of Noble as a Cayman
Islands company and wholly-owned subsidiary of Noble Delaware on February 12,
2002 and then the merger of an indirect, wholly-owned subsidiary of Noble
Delaware with and into Noble Delaware. Noble Delaware survived the merger and is
now an indirect, wholly-owned subsidiary of Noble. In addition, as a result of
the merger, all of the outstanding shares of common stock (and the related
preferred stock purchase rights) of Noble Delaware were exchanged for ordinary
shares (and related preferred share purchase rights) of Noble. Noble and its
subsidiaries, including Noble Delaware, continued after the merger to conduct
the businesses conducted by the Noble Delaware corporate group prior to the
merger.
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. Noble's principal executive offices are located at
13135 South Dairy Ashford, Suite 800, Sugar Land, Texas 77478, and its telephone
number at that address is (281) 276-6100.
ABOUT NOBLE HOLDING (U.S.) CORPORATION
US Holdco is a Delaware corporation and a direct, wholly-owned subsidiary
of Noble. US Holdco was incorporated in Delaware on March 8, 2002. US Holdco's
principal executive offices are located at 13135 South Dairy Ashford, Suite 800,
Sugar Land, Texas 77478, and its telephone number at that address is (281)
276-6100. US Holdco is a holding company that owns all the outstanding common
stock of Noble Delaware. Its only business is to hold investments. US Holdco
conducts no independent business or operations and has not generated any
revenues as of the date of this prospectus.
ABOUT NOBLE DRILLING CORPORATION
Noble Delaware is a Delaware corporation and a direct, wholly-owned
subsidiary of US Holdco. Prior to the internal corporate restructuring described
above in "About Noble Corporation," Noble Delaware was a publicly-traded
corporation. Noble Delaware was incorporated in Delaware in 1939. Noble
Delaware's principal executive offices are located at 13135 South Dairy Ashford,
Suite 800, Sugar Land, Texas 77478, and its telephone number at that address is
(281) 276-6100.
ABOUT NOBLE DRILLING HOLDING LIMITED
Cayman Holdco is a Cayman Islands company and a direct, wholly-owned
subsidiary of Noble. Cayman Holdco was organized in the Cayman Islands on July
3, 2002. Cayman Holdco's principal executive offices are located at 58 Nelson
Quay, Governor's Harbour, Grand Cayman, Cayman Islands, and its telephone number
at that address is (345) 946-6161. Cayman Holdco is a holding company that owns
all the outstanding membership interests of NDHLLC. Its only business is to hold
investments. Cayman Holdco conducts no independent business or operations and
has not generated any revenues as of the date of this prospectus.
ABOUT NOBLE DRILLING HOLDING LLC
NDHLLC is a Delaware limited liability company and a direct, wholly-owned
subsidiary of Cayman Holdco. NDHLLC was organized in Delaware on August 6, 2002.
NDHLLC's principal executive offices are located at 58 Nelson Quay, Governor's
Harbour, Grand Cayman, Cayman Islands, and its telephone number at that address
is (345) 946-6161. NDHLLC is a company organized to own assets and operate in
international markets.
4
RISK FACTORS
There are many risks that may affect your investment in our securities. You
should carefully consider the risks set forth below, together with the other
information we have provided in this prospectus, the accompanying prospectus
supplement and the documents incorporated by reference, before deciding to
invest.
RISKS AFFECTING OUR BUSINESS
OUR BUSINESS AND PROFITABILITY DEPEND UPON DEMAND FOR OUR SERVICES, WHICH IS
AFFECTED BY VARIOUS FACTORS BEYOND OUR CONTROL.
Our results of operations depend on the levels of activity in offshore oil
and gas exploration, development and production in markets worldwide. A decline
in these levels of activity results in a decline in the demand for our drilling
services, which has an adverse effect on our results of operations. Activity
levels in exploration, development and production and the demand for our
drilling services depends on various factors. We cannot control these factors or
predict the future level of demand for our drilling services or future
conditions in the offshore contract drilling industry.
DEMAND FOR OUR DRILLING SERVICES GENERALLY DEPENDS ON THE PRICES FOR CRUDE OIL
AND NATURAL GAS.
Historically, oil and gas prices and market expectations of potential
changes in these prices have significantly affected the level of activity of
exploration, development and production. Generally speaking, higher oil and
natural gas prices or our customers' expectations of higher prices result in
greater activity and a greater demand for our services. These prices are
extremely volatile. If the prices our customers receive for their oil and gas
are declining, then the demand for our drilling services generally declines.
POLITICAL UNREST AND AN UNCERTAIN WORLD ECONOMY HAVE RECENTLY NEGATIVELY
IMPACTED THE DEMAND FOR OUR DRILLING SERVICES, DESPITE HIGHER OIL AND GAS
PRICES.
Despite higher oil prices in the first six months of 2003 as compared to
the first six months of 2002, drilling activity in many international markets,
which are influenced more by oil prices than natural gas prices, was generally
weaker in the second quarter of 2003 as compared to the second quarter of 2002.
We believe that operators in international markets were reluctant to increase
drilling activity in the latter part of 2002 and first six months of 2003,
despite higher oil prices, due to the uncertainty surrounding the worldwide
economy and the political unrest in the Middle East (including the prospect of
and subsequent actual military action in Iraq) and Nigeria, which contributed to
the higher oil prices.
Natural gas prices in the U.S. were also significantly higher during the
first six months of 2003 as compared to the first six months of 2002, as
inventory storage has fallen below historical average levels. The decline in
natural gas inventory storage is attributable to reduced North American natural
gas production and increased demand for natural gas this past winter due to
temperatures that were colder generally than the previous winter. Despite the
higher natural gas prices, operators on average have not increased offshore
drilling activities. We believe this is due principally to the uncertainty
surrounding the world economy. Drilling activity in the U.S. Gulf of Mexico has
remained flat, which has resulted in continued depressed utilization rates and
dayrates for drilling rigs in that region.
PRODUCTION QUOTAS SET BY OPEC AND THE PRODUCTION LEVELS SET BY OTHER
GOVERNMENTS THAT ARE NOT MEMBERS OF OPEC CAN AFFECT THE PRICES OF OIL AND GAS
AND, AS A RESULT, THE DEMAND FOR OUR DRILLING SERVICES.
Demand for drilling services is impacted by the ability of the Organization
of Petroleum Exporting Countries ("OPEC") to set and maintain production levels
and pricing, the level of production of non-OPEC countries, and the policies of
the various governments regarding exploration and development of their oil and
gas reserves. If producing countries exceed production quotas or adopt policies
to materially increase production, then there could be an oversupply of oil and
gas. We would expect this to result in a decrease in the prices of oil and gas
and a decrease in the demand for our services.
5
CONSOLIDATION OF OIL COMPANIES HAS INHIBITED CAPITAL SPENDING ON OIL AND GAS
EXPLORATION AND PRODUCTION ACTIVITIES, WHICH HAS IN TURN REDUCED THE DEMAND
FOR OUR DRILLING SERVICES.
Oil companies continue to work through the effects of industry
consolidation. We believe that a byproduct of this consolidation has been an
overall reduction by oil companies in capital spending on exploration and
development. We expect that further consolidation among our customer base would
result in further constriction of amounts spent on exploration and production.
This would dampen drilling activity levels near-term and negatively impact our
results of operation.
TAX RISKS
Noble became the successor to Noble Delaware as part of the internal
corporate restructuring described above in "About Noble Corporation."
The following risk factors, which apply specifically to our restructuring,
apply to Noble and its subsidiaries.
ADOPTION OF RETROACTIVE "ANTI-INVERSION" TAX LEGISLATION COULD REDUCE OR
ELIMINATE THE TAX BENEFITS OF OUR RESTRUCTURING.
As we have disclosed previously and has been widely reported in the media,
during the 107th Congress several bills were introduced in the U.S. House of
Representatives and the U.S. Senate which dealt with various aspects of
transactions constituting corporate "inversions" such as our corporate
restructuring. Certain of such proposed legislation, if enacted in its form as
originally filed, would substantially reduce or eliminate the benefits of the
restructuring to Noble. Various bills containing legislation similar to that
proposed in 2002 have been introduced this year in the 108th Congress.
Although various "anti-inversion" legislative initiatives continue to be
introduced and debated in the U.S. Congress, as of the date of this prospectus,
no such legislation has been enacted. However, we cannot predict whether
legislation ultimately will be enacted. If legislation is enacted that reduces
or eliminates the tax benefits of the restructuring, our effective tax rate in
future periods could be increased significantly.
TAXING AUTHORITIES MAY DETERMINE THAT NOBLE IS SUBJECT TO U.S. FEDERAL INCOME
TAX.
We believe that the operations of Noble and its non-U.S. subsidiaries
generally are not subject to U.S. federal income tax other than withholding
taxes under U.S. tax laws currently in effect. However, if the U.S. Internal
Revenue Service successfully contends that Noble or any of its non-U.S.
subsidiaries is engaged in a trade or business in the United States, Noble or
such non-U.S. subsidiary would, subject to possible income tax treaty
exemptions, be required to pay U.S. corporate income tax and/or branch profits
tax on income that is effectively connected with such trade or business. Payment
of any such tax would reduce the net income of Noble. The amount of taxes Noble
has paid post-restructuring and will pay prospectively will depend in part on
whether the taxing authorities in the jurisdictions in which we operate or are
resident agree with our treatment of various items associated with the
restructuring.
Changes in tax laws, treaties or regulations or the interpretation or
enforcement thereof in the United States, the Cayman Islands or jurisdictions in
which Noble or any of its subsidiaries operates or is resident could adversely
affect the tax consequences of the restructuring to Noble, its subsidiaries and
its members. In addition, if the U.S. Internal Revenue Service or other taxing
authorities do not agree with our assessment of the effects of such laws,
treaties and regulations, this could have a material adverse effect on the tax
consequences of the restructuring.
THE CAYMAN ISLANDS MAY IMPOSE INCOME TAXES ON NOBLE IN THE FUTURE.
At the present time, there is no Cayman Islands income or profits tax,
withholding tax, capital gains tax, capital transfer tax, estate duty or
inheritance tax payable by a Cayman Islands company or its members. Furthermore,
Noble received in February 2002 an undertaking from the Governor in Council of
the Cayman Islands under the Tax Concessions Law (1999 Revision) that generally
provides that no new
6
Cayman Islands taxes will be applied to Noble for 20 years from the date of the
undertaking. We could be subject to taxes in the Cayman Islands after that date.
This undertaking would not, however, prevent the imposition of taxes on any
person ordinarily resident in the Cayman Islands or any company in respect of
its ownership of real property or leasehold interests in the Cayman Islands.
WE MAY BE REQUIRED TO ACCRUE ADDITIONAL TAX LIABILITY ON CERTAIN EARNINGS.
The earnings of our subsidiaries are generally reinvested in the operations
of our subsidiaries and are not distributed, except for distributions upon which
incremental income and withholding taxes would not be material. As a result, we
have not provided for U.S. or foreign income or withholding taxes on such
undistributed earnings. Should any of our subsidiaries make a distribution from
their undistributed earnings, we would be required to record additional U.S.
and/or foreign taxes on the amounts distributed, which could have a material
adverse effect on our financial position, results of operations and cash flows.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
THIS PROSPECTUS CONTAINS OR INCORPORATES BY REFERENCE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 WITH RESPECT TO OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS AND
BUSINESS. THIS ACT PROTECTS PUBLIC COMPANIES FROM LIABILITY FOR FORWARD-LOOKING
STATEMENTS IN PRIVATE SECURITIES LITIGATION IF THE FORWARD-LOOKING STATEMENT IS
IDENTIFIED AND IS ACCOMPANIED BY MEANINGFUL CAUTIONARY STATEMENTS IDENTIFYING
IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE
FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS BY THEIR NATURE INVOLVE A
DEGREE OF RISK AND UNCERTAINTY, INCLUDING, BUT NOT LIMITED TO, THE RISKS AND
UNCERTAINTIES REFERRED TO UNDER "RISK FACTORS" AND ELSEWHERE HEREIN OR IN THE
DOCUMENTS INCORPORATED BY REFERENCE. YOU CAN FIND MANY OF THESE STATEMENTS BY
LOOKING FOR WORDS SUCH AS "BELIEVES," "EXPECTS," "ANTICIPATES," "ESTIMATES,"
"CONTINUES," "MAY," "INTENDS," "PLANS" OR SIMILAR EXPRESSIONS IN THIS PROSPECTUS
OR ANY PROSPECTUS SUPPLEMENT OR IN THE DOCUMENTS INCORPORATED BY REFERENCE. YOU
SHOULD BE AWARE THAT ANY FORWARD-LOOKING STATEMENTS IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT REFLECT ONLY CURRENT EXPECTATIONS AND ARE NOT GUARANTEES
OF PERFORMANCE. MANY POSSIBLE EVENTS OR FACTORS COULD AFFECT OUR FUTURE
FINANCIAL RESULTS AND PERFORMANCE. THIS COULD CAUSE OUR RESULTS OR PERFORMANCE
TO DIFFER MATERIALLY FROM THOSE WE EXPRESS IN OUR FORWARD-LOOKING STATEMENTS.
YOU SHOULD CONSIDER THESE RISKS WHEN YOU PURCHASE OUR SECURITIES. ALSO, AS YOU
MAKE YOUR INVESTMENT DECISION, PLEASE TAKE INTO ACCOUNT THAT FORWARD-LOOKING
STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS PROSPECTUS OR, IN THE CASE OF A
PROSPECTUS SUPPLEMENT OR DOCUMENTS INCORPORATED BY REFERENCE, THE DATE OF ANY
SUCH PROSPECTUS SUPPLEMENT OR DOCUMENT, OR IN CERTAIN CASES, AS OF A SPECIFIED
DATE.
WE HAVE IDENTIFIED FACTORS THAT COULD CAUSE ACTUAL PLANS OR RESULTS TO
DIFFER MATERIALLY FROM THOSE INCLUDED IN ANY FORWARD-LOOKING
7
STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING:
- volatility in crude oil and natural gas prices;
- changes in our customers' drilling programs or budgets due to their own
internal corporate events, changes in the markets and prices for oil and
gas, or shifts in the relative strengths of various geographic drilling
markets brought on by things such as a general economic slowdown, or
regional or worldwide recession, any of which could result in
deterioration in demand for our drilling services;
- our inability to execute any of our business strategies;
- changes in tax laws, tax treaties or tax regulations or the
interpretation or enforcement thereof, including taxing authorities not
agreeing with our assessment of the effects of such laws, treaties and
regulations;
- cancellation by our customers of drilling contracts or letter agreements
or letters of intent for drilling contracts or their exercise of early
termination provisions generally found in our drilling contracts;
- intense competition in the drilling industry;
- changes in the rate of economic growth in the U.S. or in other major
international economies;
- political and economic conditions in markets where we from time to time
operate;
- adverse weather (such as hurricanes and monsoons) and seas;
- operational risks (such as blowouts, fires and loss of production);
- changes in oil and gas drilling technology or in our competitors'
drilling rig fleets that could make our drilling rigs less competitive or
require major capital investment to keep them competitive;
- costs and effects of unanticipated legal and administrative proceedings;
- cost overruns or delays in shipyard repair, maintenance, conversion or
upgrade projects;
- limitations on our insurance coverage or our inability to obtain or
maintain insurance coverage at rates and with deductible amounts that we
believe are commercially reasonable;
- the discovery of significant additional oil and/or gas reserves or the
construction of significant oil and/or gas delivery or storage systems
that impact regional or worldwide energy markets;
- requirements and potential liability imposed by governmental regulation
of the drilling industry (including environmental regulation);
- acts of war or terrorism;
- significant changes in trade, monetary or fiscal policies worldwide,
including changes in interest rates;
- currency fluctuations between the U.S. dollar and other currencies;
- the matters discussed in "Risk Factors;" and
- such other factors as may be discussed in this prospectus, any prospectus
supplement and/or our reports filed with the SEC.
USE OF PROCEEDS
Unless we specify otherwise in a prospectus supplement, the net proceeds
(after the payment of offering expenses and underwriting discounts or
commissions) we receive from the sales of offered
8
securities will be used for general corporate purposes. General corporate
purposes may include any of the following:
- repaying debt;
- funding capital expenditures;
- investing in or lending money to subsidiaries of Noble;
- paying for possible acquisitions or the expansion of our businesses; or
- providing working capital.
If securities are sold by a subsidiary issuer, we expect that such
subsidiary issuer will add such proceeds to its general funds and use them for
general corporate purposes or will loan such proceeds to Noble or any of its
subsidiaries.
We may temporarily invest the net proceeds we or a subsidiary issuer
receives from any offering of securities or use the net proceeds to repay
short-term debt until such net proceeds can be used for their stated purposes.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the periods indicated is
as follows:
SIX MONTHS TWELVE MONTHS ENDED DECEMBER 31,
ENDED --------------------------------
JUNE 30, 2003 2002 2001 2000 1999 1998
------------- ---- ---- ---- ---- ----
5.2 6.4 8.0 4.9 2.8 10.1
These computations include us and our subsidiaries, and companies in which
we own 50 percent or less of the outstanding equity. For these ratios,
"earnings" is determined by adding "total fixed charges" (excluding interest
capitalized), income taxes, minority ordinary shareholders' equity in net income
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.
In the event of an issuance of a series of securities by a subsidiary
issuer which is not guaranteed by Noble, information with respect to the ratio
of earnings to fixed charges for the applicable subsidiary will be set forth in
a prospectus supplement.
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 and the subsidiary issuers.
Noble and the subsidiary issuers may issue debt securities either
separately, or together with, or upon the conversion or exercise of or in
exchange for, other securities of Noble or the subsidiary issuers. The debt
securities may be:
- senior obligations issued in one or more series under a senior indenture
to be entered into between Noble and JPMorgan Chase Bank, as trustee;
- senior obligations issued in one or more series under the senior
indenture dated as of March 1, 1999 entered into between Noble Delaware
and JPMorgan Chase Bank (formerly Chase Bank of Texas, National
Association), as trustee, as supplemented by supplemental indentures, and
Noble and US Holdco, as guarantors;
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- senior obligations issued in one or more series under a senior indenture
to be entered into between NDHLLC and JPMorgan Chase Bank, as trustee,
and Noble and Cayman Holdco, as guarantors;
- subordinated obligations issued in one or more series under a
subordinated indenture to be entered into between Noble and JPMorgan
Chase Bank, as trustee;
- subordinated obligations issued in one or more series under a
subordinated indenture to be entered into between Noble Delaware and
JPMorgan Chase Bank, as trustee, and Noble and US Holdco, as guarantors;
or
- subordinated obligations issued in one or more series under a
subordinated indenture to be entered into between NDHLLC and JPMorgan
Chase Bank, as trustee, and Noble and Cayman Holdco, as guarantors.
We have summarized material provisions of the indentures below. The
existing senior indenture of Noble Delaware and related supplemental indenture
and second supplemental indenture, and the forms of the other 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
We conduct a substantial part of our operations through various of our
subsidiaries. To the extent of such operations, holders of debt securities of
Noble or the subsidiary issuers will have a position junior to the prior claims
of creditors of our other subsidiaries, including trade creditors, debtholders,
secured creditors, taxing authorities and guarantee holders, and any holders of
preferred shares, except to the extent that Noble or a subsidiary issuer may be
a creditor with recognized claims against any subsidiary.
The ability of Noble, Noble Delaware and NDHLLC to pay principal of and
premium, if any, and interest on any of their debt securities is, to a large
extent, dependent upon the payment to them of dividends, interest or other
charges by their subsidiaries. The ability of the subsidiaries of Noble,
including Noble Delaware and NDHLLC, to pay dividends up to Noble will be
limited by their obligations under contractual provisions or laws applicable to
them, as well as their financial and operating requirements.
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:
- 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;
- any limit on the aggregate principal amount of the debt securities of the
series;
- 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;
- 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;
- 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;
- 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;
- 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;
10
- 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;
- 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
issuer's option or otherwise;
- the issuer's 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;
- the terms, if any, upon which the debt securities of the series may be
convertible into or exchanged for other debt or equity securities of
Noble Corporation, 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;
- the denominations in which any debt securities will be issuable, if other
than denominations of $1,000 and any integral multiple thereof;
- 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;
- 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;
- 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
which will be due and payable upon any maturity other than the stated
maturity or which 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;
- if the principal of or premium, if any, or interest on any debt
securities is to be payable, at the issuer's 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;
- if other than the stated principal amount, the portion of the principal
amount of the debt securities which will be payable upon declaration of
the acceleration of the maturity of the debt securities or provable in
bankruptcy;
- 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;
- 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 our covenant defeasance option;
- 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
11
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;
- the appointment of any trustee, any authenticating or paying agents,
transfer agent or registrars;
- the terms, if any, of any guarantee of the payment of principal, premium,
if any, and interest with respect to debt securities of the series and
any corresponding changes to the provisions of the applicable indenture
as then in effect;
- 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;
- any applicable subordination provisions for any subordinated debt
securities in addition to or in lieu of those set forth in this
prospectus;
- 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
- any other terms of the debt securities, including any restrictive
covenants.
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 us and may be in any currency or currency unit
designated by us.
The debt securities may be issued as discounted debt securities bearing no
interest (or interest at a rate which at the time of issuance is below market
rates) to be sold at a substantial 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.
SUBORDINATION
Under the subordinated indentures, payment of the principal of and interest
and any premium on subordinated debt securities of an issuer will generally be
subordinated and junior in right of payment to the prior payment in full of all
senior debt of that issuer. The subordinated indentures provide that no payment
of principal, interest and any premium on subordinated debt securities may be
made in the event:
- of any insolvency, bankruptcy or similar proceeding involving Noble or
the applicable subsidiary issuer, as the case may be, or our or its
property, or
- Noble or such applicable subsidiary issuer fails to pay the principal of,
or interest, any premium or any other amounts on, any of our or its
senior debt when due.
The subordinated indentures will not limit the amount of senior debt that
we may incur.
"Senior debt" of a Noble issuer is defined to include all notes or other
unsecured evidences of indebtedness, including guarantees given by such issuer,
for money borrowed by such issuer, not expressed to be subordinate or junior in
right of payment to any other indebtedness of such issuer.
GUARANTEE
Unless otherwise provided in the applicable prospectus supplement, Noble
will individually, or jointly and severally or otherwise with US Holdco and/or
Cayman Holdco, guarantee a series of debt securities of either of the subsidiary
issuers. US Holdco and Cayman Holdco may each, individually, or jointly and
severally with each other or otherwise, guarantee a series of debt securities of
Noble. The specific terms and provisions of each guarantee, including any
provisions relating to the subordination of any guarantee and the identity of
each guarantor will be described in the applicable prospectus supplement. The
12
obligations of each guarantor under its 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.
AMALGAMATION, CONSOLIDATION, MERGER OR SALE
Unless otherwise provided in the applicable prospectus supplement with
respect to any series of debt securities, the indentures will provide that
neither Noble nor any subsidiary issuer will, in any transaction or series of
transactions, amalgamate, consolidate 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:
- either (i) Noble or the applicable subsidiary issuer, as the case may be,
shall be the continuing corporation or (ii) the person (if other than
Noble or such subsidiary issuer) formed by such amalgamation or
consolidation or into which Noble or any such subsidiary 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 Noble's or such subsidiary issuer's
covenants and obligations under the indenture and the debt securities;
- 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;
- Noble or the applicable subsidiary issuer delivers to the applicable
trustee an officer's certificate and an opinion of counsel, each stating
that the transaction and the supplemental indenture comply with the
applicable indenture; and
- Noble or the applicable subsidiary issuer complies with any provisions
provided for with respect to any series of debt securities.
MODIFICATION OF INDENTURES
Under each indenture, the rights and obligations of Noble and the
subsidiary issuers 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, is effective against any
holder without its consent.
EVENTS OF DEFAULT
"Event of Default" when used in an indenture will mean any of the
following:
- failure to pay the principal of or any premium on any debt security when
due;
- failure to deposit any sinking fund payment when due;
- failure to pay interest on any debt security for 30 days;
- failure to perform any other covenant in the indenture that continues for
90 days after being given written notice;
- certain events in bankruptcy, insolvency or reorganization of Noble or
the applicable subsidiary issuer, as the case may be;
- failure to keep any applicable full and unconditional guarantee in place;
or
- 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 does not
necessarily constitute an Event of Default for any other series of debt
securities issued under an 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 occurs and
continues, the trustee or the holders of at least 25 percent in aggregate
principal amount of the debt securities of the series may declare the entire
principal of all the debt securities of that series to be due and payable
immediately. If this 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.
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 reasonable
indemnity. If they provide this reasonable indemnification, the holders of a
majority in principal amount of any series of debt securities 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 any series
of debt securities.
COVENANTS
Under the indentures, the issuer of any series of debt securities will:
- pay the principal of, and interest and any premium on, such debt
securities when due;
- maintain a place of payment;
- deliver a report to the trustee at the end of each fiscal year reviewing
such issuer's obligations under the indenture; and
- deposit sufficient funds with any paying agent on or before the due date
for any principal, interest or premium.
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 are registered on days specified in
the indentures or any prospectus supplement. Debt securities payments in other
forms will be paid at a place designated by us 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 or the applicable subsidiary issuer for such purposes, without
the payment of any service charge except for any tax or governmental charge.
BOOK ENTRY PROCEDURES
Certain series of the debt securities may be issued as permanent global
debt securities to be deposited with a depositary with respect to that series.
Unless otherwise indicated in the prospectus supplement, the following is a
summary of the depository arrangements applicable to debt securities issued in
permanent global form and for which The Depository Trust Company ("DTC") acts as
depositary.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" under 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 Securities Exchange Act of 1934, as amended.
DTC holds securities that its participants ("Direct Participants") deposit with
DTC. DTC also facilitates the clearance and 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. Direct Participants
14
include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. 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 National Association of Securities Dealers, Inc. 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 ("Indirect
Participants"). The rules applicable to DTC and its Direct Participants are on
file with the SEC.
Purchases of notes under the DTC system must be made by or through Direct
Participants, which will receive a credit for the notes on DTC's records. The
ownership of interest of each actual purchaser of notes ("Beneficial Owner") is
in turn to be recorded on the Direct and Indirect Participants' records.
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 Direct and Indirect Participant through which the Beneficial
Owner entered into the transaction. Transfers of ownership interests in the
notes are to be accomplished by entries made on the books of Direct Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in the notes, except in the
event that use of the book-entry system for the notes is discontinued.
To facilitate subsequent transfers, all notes deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of notes with DTC and their registration in the name of
Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the notes; DTC's records reflect only the identity
of the Direct Participants to whose accounts such notes are credited, which may
or may not be the Beneficial Owners. The Direct 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. will consent or vote with respect to global
notes. 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
notes are credited on the record date (identified in the listing attached to the
omnibus proxy).
DTC may discontinue providing its service as securities depositary with
respect to any global notes at any time by giving reasonable notice to us or the
applicable subsidiary issuer or the trustee. In addition, we may decide to
discontinue use of the system of book-entry transfers through DTC (or a
successor securities depositary). Under such circumstances, if a successor
securities depositary is not obtained, notes certificates in fully registered
form are required to be printed and delivered to Beneficial Owners of the global
notes representing such notes.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe to be reliable (including DTC).
Neither Noble or any subsidiary issuer, the trustee nor any underwriter of
any debt securities will have any responsibility or obligation to Direct
Participants, or the persons for whom they act as nominees, with respect to the
accuracy of the records of DTC, its nominee or any Direct Participant with
respect to any ownership interest in global notes, or payments to, or the
providing of notice to Direct Participants or Beneficial Owners.
15
DEFEASANCE
The applicable Noble issuer will be discharged from its obligations on the
debt securities of any series at any time if sufficient cash or government
securities are deposited with the trustee 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.
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 holder's cost or other tax basis for the debt securities and the
value of the holder's 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
JPMorgan Chase Bank, successor to Chase Bank of Texas, National Association
and Texas Commerce Bank National Association, will act as the initial trustee,
conversion agent, paying agent, transfer agent and registrar with respect to
debt securities. JPMorgan Chase Bank is also the trustee under existing
indentures governing Noble Delaware's currently outstanding Senior Notes due
2009 and Senior Notes due 2019 and three series of project financing debt
securities, and acts as a depositary for funds of, performs certain other
services for, and transacts other banking business with us and certain of our
subsidiaries in the normal course of business. The address of the trustee is 600
Travis, Suite 1150, Houston, Texas 77002.
GOVERNING LAW
Unless otherwise indicated in the prospectus supplement, the indentures,
the debt securities and any guarantees 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.
DESCRIPTION OF AUTHORIZED SHARES
GENERAL
As of the date of this prospectus, Noble's 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; therefore,
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 June 30, 2003, we had 133,664,982 Ordinary Shares and no Preferred
Shares outstanding. As of that date, we also had approximately 4,341,983
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 our Ordinary Shares
with the rights attaching to them as provided for under the applicable
provisions of Noble's memorandum of association (the "memorandum") and articles
of association (the "articles") and the Companies Law (2003 Revision) of
16
the Cayman Islands. You should refer to the memorandum, the articles, the
Companies Law (2003 Revision) and the documents we have incorporated by
reference for a complete statement of the terms and rights of our authorized
shares. In accordance with Cayman Islands law, holders of shares of Noble are
referred to as "members" in Noble's 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 only with the consent in writing of the holders of all of the
issued shares of that class or series or 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 or approved in writing by all members entitled
to vote at a general meeting of members.
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 Noble's articles. Members present in person or by proxy holding at least 95
percent of the issued shares entitled to 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:
- Articles 31 through 49 -- which relate to the convening of, and
proceedings and procedures at, general meetings;
- Articles 52 through 60 -- which relate to the election, appointment and
classification of directors;
- Articles 62 and 63 -- which require members to approve certain business
combinations with interested members (with the exceptions described
below); or
- Article 64 -- which requires members to approve the sale, lease or
exchange of all or substantially all of Noble's property or assets.
- 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:
- 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
- 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.
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:
- the resolution will not be effective until 12 months after it is passed
by members; and
- 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.
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, the Board of Directors of Noble may, from time to time,
declare dividends on the Ordinary Shares issued and authorize payment of the
dividends out of Noble's lawfully available funds. The Board of Directors of
Noble may declare that any dividend be paid wholly or partly by the distribution
of shares of Noble and/or specific assets.
Noble does not currently pay periodic cash dividends on Ordinary Shares,
and any future declaration and payment of dividends by Noble would be:
- dependent upon its results of operations, financial condition, cash
requirements and other relevant factors;
- subject to the discretion of the Board of Directors of Noble;
- subject to restrictions contained in debt instruments; and
- payable only out of Noble's accumulated profits or share premium account
in accordance with Cayman Islands law. The share premium account is the
excess of the purchase price for shares issued over the nominal or par
value of those shares.
Rights Upon Liquidation. Upon the liquidation of Noble, after its
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 remaining
assets of Noble available for distribution. 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.
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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, the 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:
- By a procedure under the Cayman Islands Companies Law, 2003 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.
- 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.
Transfer Agent. The transfer agent and registrar for the Ordinary Shares
is UMB Bank, N.A., Kansas City, Missouri. The Ordinary Shares are listed on the
New York Stock Exchange under the symbol "NE."
PREFERRED SHARE PURCHASE RIGHTS
Noble has a shareholder rights plan which was adopted in 2002 prior to the
time Noble became the successor to Noble Delaware as part of the internal
corporate restructuring of Noble Delaware and its subsidiaries. Under this plan,
one right (a "Right") is attached to each outstanding Ordinary Share. The Rights
are exercisable only if a person or group of affiliated or associated persons
acquires beneficial ownership of 25 percent or more of our outstanding Ordinary
Shares or announces a tender offer, the consummation of which would result in
ownership by a person or group of 25 percent or more of our Ordinary Shares.
Each Right entitles the registered holder to purchase from us one one-hundredth
of a share of Series A Junior Participating Preferred Shares at an exercise
price of $120.00.
PREFERRED SHARES AND DEPOSITARY SHARES
Noble may issue Preferred Shares in one or more series. Noble's 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. We may also issue fractional
Preferred Shares that will be represented by Depositary Shares and Depositary
Receipts.
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DESCRIPTION OF PREFERRED SHARES
The articles authorize Noble's 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. The Board of Directors is authorized to issue up to
15,000,000 Preferred Shares, and can determine the number of shares of each
series, and the rights, preferences and limitations of each series. We 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:
- the number of Preferred Shares of the series being offered;
- the title and liquidation preference per share of that series of
Preferred Shares;
- the purchase price of the Preferred Shares;
- the dividend rate (or method for determining such rate);
- the dates on which dividends will be paid;
- whether dividends on that series of Preferred Shares will be cumulative
or non-cumulative and, if cumulative, the dates from which dividends
shall commence to accumulate;
- any redemption or sinking fund provisions applicable to that series of
Preferred Shares;
- any conversion provisions applicable to that series of Preferred Shares;
- whether we have elected to offer depositary shares with respect to that
series of Preferred Shares; or
- any additional dividend, liquidation, redemption, sinking fund and other
rights and restrictions applicable to that series of Preferred Shares.
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, we will file with the SEC the form of resolutions adopted by
Noble's 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 we
liquidate, dissolve or wind-up our business, each series of Preferred Shares
will have the same rank as to dividends and distributions as each other series
of the Preferred Shares we 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 the 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 our stock books (or, if applicable, the
records of the Depositary referred to below under "Description of Depositary
Shares") on record dates determined by the Board of Directors. Dividends on any
series of the Preferred Shares may be cumulative or non-cumulative, as specified
in the prospectus supplement. If the 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 we 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
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Preferred Shares which 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
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 we 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 which 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 shall
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 our
remaining assets. Neither the sale of all or substantially all Noble's 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 our 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 we can begin to redeem shares of the
Preferred Shares, the number of Preferred Shares we can redeem each year, and
the redemption price per share. We may pay the redemption price in cash, shares
or in cash that we have received specifically from the sale of our capital
shares, as specified in the prospectus supplement. If the redemption price is to
be paid only from the proceeds of the sale of our 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, Noble's 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, we may not redeem
that series in part and we 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.
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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 Noble's Preferred Shares. As described under "Redemption"
above, under certain circumstances, Preferred Shares may be mandatorily
converted into Ordinary Shares or another series of Noble's Preferred Shares.
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 we issue 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 we issue 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. UMB Bank, N.A., Kansas City, Missouri 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. We may, at our option, elect to offer fractional Preferred
Shares, rather than full Preferred Shares. If we do, we 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 us and a bank or trust company selected by us (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 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 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 our 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
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redemption price per share payable with respect to that series of the Preferred
Shares. Whenever we redeem 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 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 holder's 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 we
will agree to take all action which 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 us 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 us 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 Noble's 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 we deliver to the
Depositary and that we are required to furnish to the holders of the Preferred
Shares.
Neither Noble nor the Depositary will be liable if either of us is
prevented or delayed by law or any circumstance beyond our control in performing
our respective obligations under the Deposit Agreement. Noble's obligations and
those of the Depositary will be limited to the performance in good faith of our
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
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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").
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. We 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 our 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:
- 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
- Noble determines in our discretion that the Global Preferred Security
shall be exchangeable for definitive Preferred Shares or depositary
receipts, as the case may be, in registered form.
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. We expect 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.
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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 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 Noble 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 (each a "Warrant Agreement") to be entered into between us and
a warrant agent ("Warrant Agent"). The Warrant Agent will act solely as our
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
We and the subsidiary issuers 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:
- the terms of the offering;
- the names of any underwriters, dealers or agents, and the respective
amounts of securities underwritten or purchased by each of them;
- the name or names of any managing underwriter or underwriters;
- the purchase price of the securities from us or the subsidiary issuer;
- the net proceeds to us or the subsidiary issuer from the sale of the
securities;
- any delayed delivery arrangements;
- any underwriting discounts, commissions and other items constituting
underwriters' compensation;
- any initial public offering price;
- any discounts or concessions allowed or reallowed or paid to dealers; and
- any commissions paid to agents.
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BY AGENTS
Offered securities may be sold through agents designated by us or a
subsidiary issuer. In the prospectus supplement, we will name any agent involved
in the offer or sale of the offered securities, and we will describe any
commissions payable by us to the agent. Unless we or a subsidiary 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. We and the subsidiary issuers may sell securities directly to
institutional investors or others who may be deemed to be underwriters within
the meaning of the 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 we or a
subsidiary 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 we use dealers in the sale of securities, we 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 Securities Act of 1933, as amended (the "Securities
Act"), with respect to any sale of those securities. We and the subsidiary
issuers 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 us. In this case, no
underwriters or agents would be involved.
DELAYED DELIVERY CONTRACTS
If we or the subsidiary issuers so indicate in the prospectus supplement,
we may authorize agents, underwriters or dealers to solicit offers from certain
types of institutions to purchase securities from us or the applicable
subsidiary issuer 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.
26
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution of
the offered securities may be underwriters as defined in the Securities Act, and
any discounts or commissions received by them from us and any profit on the
resale of the offered securities by them may be treated as underwriting
discounts and commissions under the Securities Act. Any underwriters or agents
will be identified and their compensation described in a prospectus supplement.
We and the subsidiary issuers may have agreements with the underwriters,
dealers and agents to indemnify them against certain civil liabilities,
including liabilities under the Securities Act, or to contribute with respect to
payments which the underwriters, dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, Noble or our subsidiaries 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 OPINIONS
Except as set forth in the applicable prospectus supplement, the validity
of the debt securities, debt guarantees and depositary shares under United
States laws will be passed upon for us by Baker Botts L.L.P., Dallas, Texas, and
the validity of the ordinary shares, preferred shares and warrants under Cayman
Islands law will be passed upon for us by Maples and Calder, Grand Cayman,
Cayman Islands.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31, 2002
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
Noble Corporation is subject to the informational requirements of the U.S.
Securities Exchange Act of 1934 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 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our 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 our Ordinary
Shares are currently listed.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to part of this prospectus, except for any
information superseded by information in this prospectus. This prospectus
incorporates by reference the
27
documents set forth below that Noble previously filed with the SEC. These
documents contain important information about Noble.
- Annual Report on Form 10-K for the year ended December 31, 2002, as
amended by Form 10-K/A (No.1) dated June 27, 2003 and Form 10-K/A (No.2)
dated June 30, 2003;
- Quarterly Report on Form 10-Q for the quarter ended March 31, 2003;
- Quarterly Report on Form 10-Q for the quarter ended June 30, 2003;
- Current Report on Form 8-K dated March 14, 2003; and
- The descriptions of our Ordinary Shares and Preferred Share Purchase
Rights contained in our Registration Statement on Form 8-A dated April
25, 2002, as amended by Form 8-A/A (No.1) dated March 14, 2003, filed
under Section 12 of the Securities Exchange Act of 1934.
We are also incorporating by reference all additional documents that we file
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until our offering or offerings are completed.
Documents incorporated by reference are available from Noble without
charge, excluding exhibits unless Noble specifically has incorporated by
reference an exhibit in this prospectus. You may obtain without charge a copy of
documents that we incorporate by reference in this prospectus by requesting them
in writing or by telephone at the following address:
Julie J. Robertson
Senior Vice President and Secretary
Noble Corporation
13135 South Dairy Ashford, Suite 800
Sugar Land, Texas 77048
(281) 276-6100
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone to provide you with information that is different from what is contained
in this prospectus. The date of this prospectus can be found on the first page.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus or
any prospectus supplement is accurate as of any date other than the date on the
front of those documents.
28
--------------------------------------------------------------------------------
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(NOBLE LOGO)
$500,000,000
---------------------
NOBLE CORPORATION
DEBT SECURITIES
GUARANTEES OF DEBT SECURITIES
PREFERRED SHARES
DEPOSITARY SHARES
ORDINARY SHARES
WARRANTS
NOBLE HOLDING (U.S.) CORPORATION
GUARANTEES OF DEBT SECURITIES
NOBLE DRILLING CORPORATION
DEBT SECURITIES
NOBLE DRILLING HOLDING LIMITED
GUARANTEES OF DEBT SECURITIES
NOBLE DRILLING HOLDING LLC
DEBT SECURITIES
-------------------------
PROSPECTUS
-------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses payable by us in
connection with issuance and distribution of the securities being registered.
All amounts are estimates subject to future contingencies except the SEC
registration statement filing fee.
SEC registration statement filing fee....................... $ 40,500
Accounting fees and expenses................................ 10,000
Legal fees and expenses..................................... 75,000
Printing expenses........................................... 10,000
Trustee fees and expenses................................... 10,000
Rating agencies' fees....................................... 124,000
Miscellaneous............................................... 14,500
--------
Total..................................................... $284,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
NOBLE CORPORATION
Cayman Islands law does not limit the extent to which a company's articles
of association may provide for the indemnification of its directors, officers,
employees and agents except to the extent that such provision may be held by the
Cayman Islands courts to be contrary to public policy.
Noble's articles of association provide the following:
Article 111 of Noble's articles of association provides that no Noble
director will be personally liable to Noble or its members for monetary damages
for breach of fiduciary duty as a director, except for liability (a) for any
breach of the director's duty of loyalty to Noble or to its members, (b) for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law or (c) for any transaction from which the director
derived an improper personal benefit.
Article 112 of Noble's articles of association provides that Noble will
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of Noble), by reason of the fact that such person is or was a
director, officer, employee or agent of Noble, or is or was serving at the
request of Noble as a director, officer, employee or agent of another company,
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of Noble, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe such person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests of Noble, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.
Article 113 of Noble's articles of association provides that Noble shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
Noble to procure a judgment in its favor by reason of the fact that such person
is or was a director, officer, employee or agent of Noble, or is or was serving
at the request of Noble as a director,
II-1
officer, employee or agent of another company, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of
Noble, except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
Noble unless and only to the extent that the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the such
court shall deem proper.
Any indemnification under Article 112 or Article 113 of Noble's articles of
association (unless ordered by a court) shall be made by Noble only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Article 112 or Article 113 of Noble's articles of association. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (a) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (b) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (c) if there
are not such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (d) by Noble's members.
To the extent that a present or former director or officer of Noble has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in either of Articles 112 or 113 or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
Expenses (including attorneys' fees) incurred by a present or former
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by Noble in advance of
the final disposition of such action, suit or proceeding upon receipt by Noble
of an undertaking by or on behalf of such officer or director to repay all such
amounts advanced if it shall ultimately be determined that such person is not
entitled to be indemnified by Noble under its articles of association or
otherwise. Such expenses (including attorneys' fees) incurred by present or
former employees or agents of Noble other than officers or directors may be so
paid upon such terms and conditions, if any, as Noble deems appropriate.
The indemnification and advancement of expenses shall not be deemed
exclusive of any other rights to which any person seeking indemnification or
advancement of expenses may be entitled under any law, agreement, vote of
members or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.
Noble has entered into an indemnity agreement with each of its directors
and officers to supplement the indemnification protection available under
Noble's articles of association referred to above. These indemnity agreements
generally provide that Noble will indemnify the parties thereto to the fullest
extent permitted by law.
Noble also maintains insurance to protect itself and its directors,
officers, employees and agents against expenses, liabilities and losses incurred
by such persons in connection with their services in the foregoing capacities.
NOBLE HOLDING (U.S.) CORPORATION
Noble Holding (U.S.) Corporation is a Delaware corporation. Under Section
145 of the General Corporation Law of the State of Delaware, Noble Holding
(U.S.) Corporation has the power to indemnify its directors and officers,
subject to certain limitations.
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Reference is made to Article VI of the Bylaws of Noble Holding (U.S.)
Corporation, which Article is filed as Exhibit 4.5 hereto and provides for
indemnification of directors and officers of Noble Holding (U.S.) Corporation
under certain circumstances.
NOBLE DRILLING CORPORATION
Noble Drilling Corporation is a Delaware corporation. Under Section 145 of
the General Corporation Law of the State of Delaware, Noble Drilling Corporation
has the power to indemnify its directors and officers, subject to certain
limitations.
Reference is made to Article VI of the Bylaws of Noble Drilling
Corporation, which Article is filed as Exhibit 4.7 hereto and provides for
indemnification of directors and officers of Noble Drilling Corporation under
certain circumstances.
NOBLE DRILLING HOLDING LIMITED
Noble Drilling Holding Limited is a Cayman Islands company. Cayman Islands
law does not limit the extent to which a company's articles of association may
provide for the indemnification of its directors, officers, employees and agents
except to the extent that such provision may be held by the Cayman Islands
courts to be contrary to public policy.
Noble Drilling Holding Limited's articles of association do not contain any
specific provisions relating to indemnification of its directors or officers.
NOBLE DRILLING HOLDING LLC
Noble Drilling Holding LLC is a Delaware limited liability company. Under
Section 108 of the Delaware Limited Liability Company Act, Noble Drilling
Holding LLC has the power to indemnify its members and managers, subject to such
standards and restrictions, if any, as are set forth in its limited liability
company agreement.
Section 7(l) of the Limited Liability Company Agreement states as follows:
(l) Indemnification; Reimbursement of Expenses; Insurance.
(i) THE COMPANY SHALL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, INDEMNIFY EACH MEMBER, EACH OFFICER, DIRECTOR, MANAGER, MEMBER,
SHAREHOLDER, PARTNER, EMPLOYEE, REPRESENTATIVE OR AGENT OF A MEMBER OR
THEIR RESPECTIVE AFFILIATES, AND EACH MANAGER, OFFICER, EMPLOYEE OR AGENT
OF THE COMPANY OR ITS AFFILIATES ("COVERED PERSONS") WHO IS MADE A PARTY OR
IS THREATENED TO BE MADE A PARTY TO ANY THREATENED, PENDING OR COMPLETED
ACTION, SUIT OR PROCEEDING, WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE OR
INVESTIGATIVE (OTHER THAN AN ACTION BY OR IN THE RIGHT OF THE CORPORATION),
BY REASON OF THE FACT THAT SUCH COVERED PERSON IS OR WAS A MANAGER,
OFFICER, EMPLOYEE OR AGENT OF THE COMPANY, OR IS OR WAS SERVING AT THE
REQUEST OF THE COMPANY AS A DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF A
CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST OR OTHER ENTERPRISE, AGAINST
ANY AND ALL EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND
OTHER LEGAL FEES AND EXPENSES), JUDGMENTS, FINES, SETTLEMENTS, AND OTHER
LIABILITIES (WHETHER JOINT AND/OR SEVERAL) ACTUALLY AND REASONABLY INCURRED
BY OR IMPOSED UPON SUCH COVERED PERSON IN CONNECTION WITH SUCH ACTION, SUIT
OR PROCEEDING IF SUCH COVERED PERSON ACTED IN GOOD FAITH AND IN A MANNER
SUCH COVERED PERSON REASONABLY BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST
INTERESTS OF THE COMPANY, AND, WITH RESPECT TO ANY CRIMINAL ACTION OR
PROCEEDING, HAD NO REASONABLE CAUSE TO BELIEVE SUCH COVERED
II-3
PERSON'S CONDUCT WAS UNLAWFUL; PROVIDED, HOWEVER, THAT THE COMPANY SHALL
NOT INDEMNIFY A COVERED PERSON (A) FOR FRAUD, INTENTIONAL MISCONDUCT,
KNOWING VIOLATION OF THE LAW OR GROSS NEGLIGENCE, OR (B) FOR ANY
TRANSACTION FOR WHICH SUCH COVERED PERSON RECEIVED A PERSONAL BENEFIT IN
VIOLATION OR BREACH OF ANY PROVISION OF THIS AGREEMENT. The termination of
any proceeding by judgment, order or settlement does not create a
presumption that the Covered Person did not meet the requisite standard of
conduct set forth in this Section 7(l)(i). Any indemnification hereunder
shall be satisfied solely out of the assets of the Company. In no event may
a Covered Person subject the Members to personal liability by reason of
these indemnification provisions. The indemnification provided by this
Section 7(l)(i) shall be in addition to any other rights to which a Covered
Person or any other Person may be entitled under any agreement, pursuant to
any vote of Members, as a matter of law or otherwise, and shall continue as
to a Covered Person who has ceased to serve in such capacity unless
otherwise provided in a written agreement with such Covered Person or in
the writing pursuant to which such Covered Person is indemnified.
(ii) To the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by a Covered Person in investigating,
preparing and/or defending any civil, criminal, administrative or
investigative action, suit or proceeding shall, from time to time, be
advanced by the Company prior to the final disposition of such action, suit
or proceeding upon receipt by the Company of an undertaking by or on behalf
of the Covered Person to repay such amount if it shall be determined that
the Covered Person is not entitled to be indemnified as authorized in
Section 7(l)(i).
(iii) The Company may purchase and maintain insurance, at its expense,
to the extent and in such amounts as the Managers shall, in their
discretion, deem reasonable, on behalf of Covered Persons against any
liability that may be asserted against such Covered Person and incurred by
such Covered Person in such capacity, or arising out of such Covered
Person's status with the Company, regardless of whether the Company would
have the power to indemnify such Covered Person against such liability
under the provisions of Section 7(l)(i) or applicable law. The Managers and
the Company may enter into indemnity contracts with Covered Persons and
adopt written procedures pursuant to which arrangements are made for the
advancement of expenses and the funding of obligations under Section
7(l)(ii) and containing such other procedures regarding indemnification as
are appropriate.
ITEM 16. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1* Form of Underwriting Agreement (Debt).
1.2* Form of Underwriting Agreement (Equity).
1.3* Form of Underwriting Agreement (Warrants).
2.1 Agreement and Plan of Merger dated as of March 11, 2002
among Noble Corporation, Noble Cayman Acquisition
Corporation, Noble Holding (U.S.) Corporation and Noble
Drilling Corporation (included as Annex A to the proxy
statement/prospectus that constitutes a part of Noble
Corporation's Registration Statement on Form S-4 (No.
333-84278) and incorporated herein by reference).
4.1 Memorandum of Association of Noble Corporation (filed as
Exhibit 3.3 to Noble Corporation's Registration Statement on
Form S-4 (No. 333-84278) and incorporated herein by
reference).
4.2 Articles of Association of Noble Corporation (filed as
Exhibit 3.4 to Noble Corporation's Registration Statement on
Form S-4 (No. 333-84278) and incorporated herein by
reference).
II-4
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.3 Terms of Series A Junior Participating Preferred Shares of
Noble Corporation (filed as Exhibit 4.1 to Noble
Corporation's Registration Statement on Form S-4 (No.
333-84278) and incorporated herein by reference).
4.4+ Certificate of Incorporation of Noble Holding (U.S.)
Corporation.
4.5+ Bylaws of Noble Holding (U.S.) Corporation.
4.6+ Restated Certificate of Incorporation of Noble Drilling
Corporation, included as Exhibit A to the Certificate of
Merger of Noble Cayman Acquisition Corporation with and into
Noble Drilling Corporation.
4.7+ Bylaws of Noble Drilling Corporation.
4.8+ Memorandum and Articles of Association of Noble Drilling
Holding Limited.
4.9+ Certificate of Formation of Noble Drilling Holding LLC.
4.10+ Limited Liability Company Agreement of Noble Drilling
Holding LLC.
4.11 Indenture dated as of March 1, 1999, between Noble Drilling
Corporation and JPMorgan Chase Bank (formerly Chase Bank of
Texas, National Association), as trustee (filed as Exhibit
4.1 to the Form 8-K of Noble Drilling Corporation dated
March 22, 1999 (date of event: March 1, 1999) and
incorporated herein by reference).
4.12 Supplemental Indenture dated as of March 16, 1999, between
Noble Drilling Corporation and JPMorgan Chase Bank (formerly
Chase Bank of Texas, National Association), as trustee
(filed as Exhibit 4.2 to Noble Drilling Corporation's Form
8-K dated March 22, 1999 (date of event: March 1, 1999) and
incorporated herein by reference).
4.13 Rights Agreement between Noble Corporation and UMB Bank,
N.A., as Rights Agent, which includes the Form of Right
Certificate as Exhibit B thereto (filed as Exhibit 4.1 to
Noble Corporation's Registration Statement on Form S-4 (No.
333-84278) and incorporated herein by reference).
4.14 First Amendment to Rights Agreement between Noble
Corporation and UMB Bank, N.A., as Rights Agent, dated as of
March 12, 2003 (filed as Exhibit 4.2 to Noble Corporation's
Form 8-K filed on March 14, 2003 and incorporated herein by
reference).
4.15 Consent and Agreement dated December 20, 2001 by and among
Noble Drilling (Paul Romano) Inc., Noble Drilling
Corporation and the Noteholders a party thereto (filed as
Exhibit 4.6 to Noble Drilling Corporation's Annual Report on
Form 10-K for the year ended December 31, 2001 and
incorporated herein by reference).
4.16 Note Purchase Agreement dated as of September 24, 1998, by
and among Noble Drilling (Paul Romano) Inc. and each of the
note purchasers thereunder. Each note purchaser has entered
into a separate Note Purchase Agreement, which agreements
are substantially identical in all material respects, except
for the principal amount of notes to be purchased. A
schedule identifying each of the note purchasers that
entered into a Note Purchase Agreement with Noble Drilling
(Paul Romano) Inc. and the principal amount of notes to be
purchased by each such note purchaser is included as
Schedule A to the Note Purchase Agreement (filed as Exhibit
4.1 to Noble Drilling Corporation's Quarterly Report on Form
10-Q for the three-month period ended September 30, 1998 and
incorporated herein by reference).
4.17 Trust Indenture and Security Agreement dated as of November
24, 1998, between Noble Drilling (Paul Romano) Inc. and
Chase Bank of Texas, National Association, as Trustee (filed
as Exhibit 4.18 to Noble Drilling Corporation's Registration
Statement on Form S-3 (No. 333-72059) and incorporated
herein by reference).
4.18 First Naval Mortgage covering the Noble Paul Romano dated as
of November 24, 1998, made by Noble Drilling (Paul Romano)
Inc. in favor of Chase Bank of Texas, National Association,
as Indenture Trustee (filed as Exhibit 4.19 to Noble
Drilling Corporation's Registration Statement on Form S-3
(No. 333-72059) and incorporated herein by reference).
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EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.19 Note Purchase Agreement dated as of July 1, 1998, by and
among Noble Drilling (Paul Wolff) Ltd., Chase Bank of Texas,
National Association, as Trustee, and each of the note
purchasers thereunder. Each note purchaser has entered into
a separate Note Purchase Agreement, which agreements are
substantially identical in all material respects, except for
the principal amount of notes purchased. A schedule
identifying each of the note purchasers that entered into a
Note Purchase Agreement with Noble Drilling (Paul Wolff)
Ltd. and the principal amount of notes purchased by each
such note purchaser is included in Annex I to the Note
Purchase Agreement (filed as Exhibit 4.4 to Noble Drilling
Corporation's Quarterly Report on Form 10-Q for the
three-month period ended September 30, 1998 and incorporated
herein by reference).
4.20 Indenture of First Naval Mortgage, dated as of July 1, 1998,
made by Noble Drilling (Paul Wolff) Ltd. in favor of Chase
Bank of Texas, National Association, as Trustee (filed as
Exhibit 4.5 to Noble Drilling Corporation's Quarterly Report
on Form 10-Q for the three-month period ended September 30,
1998 and incorporated herein by reference).
4.21 Parent Guaranty, dated as of July 1, 1998, by Noble Drilling
Corporation in favor of Chase Bank of Texas, National
Association, as Trustee (filed as Exhibit 4.6 to Noble
Drilling Corporation's Quarterly Report on Form 10-Q for the
three-month period ended September 30, 1998 and incorporated
herein by reference).
4.22 Note Purchase Agreement dated as of December 21, 1998, by
and among Noble Drilling (Jim Thompson) Inc., Chase Bank of
Texas, National Association, as Trustee, and each of the
note purchasers thereunder. Each note purchaser has entered
into a separate Note Purchase Agreement, which agreements
are substantially identical in all material respects, except
for the principal amount of notes purchased. A schedule
identifying each of the note purchasers that entered into a
Note Purchase Agreement with Noble Drilling (Jim Thompson)
Inc. and the principal amount of notes purchased by each
such note purchaser is included as Annex I to the Note
Purchase Agreement (filed as Exhibit 4.24 to Noble Drilling
Corporation's Registration Statement on Form S-3 (No.
333-72059) and incorporated herein by reference).
4.23 Indenture of First Naval Mortgage, dated as of December 21,
1998, made by Noble Drilling (Jim Thompson) Inc. in favor of
Chase Bank of Texas, National Association, as Trustee (filed
as Exhibit 4.25 to Noble Drilling Corporation's Registration
Statement on Form S-3 (No. 333-72059) and incorporated
herein by reference).
4.24 Parent Guaranty, dated as of December 21, 1998, by Noble
Drilling Corporation in favor of Chase Bank of Texas,
National Association, as Trustee (filed as Exhibit 4.26 to
Noble Drilling Corporation's Registration Statement on Form
S-3 (No. 333-72059) and incorporated herein by reference).
4.25 Credit Agreement dated May 30, 2001, among Noble Drilling
Corporation, Christiania Bank og Kreditkasse ASA, New York
Branch, as Administrative Agent, and the lenders named
therein (filed as Exhibit 4 to Noble Drilling Corporation's
Quarterly Report on Form 10-Q for the three-month period
ended June 30, 2001 and incorporated herein by reference).
4.26 Irrevocable Letter of Credit, dated December 20, 2001, by
Nordea Bank Norge ASA, New York Branch, and issued to
JPMorgan Chase Bank, as Trustee of the Trust Indenture and
Security Agreement, dated as of November 24, 1998, between
Noble Drilling (Paul Romano) Inc. and the Trustee, for the
benefit of the note holders thereunder (filed as Exhibit
4.17 to Noble Drilling Corporation's Annual Report on Form
10-K for the year ended December 31, 2001 and incorporated
herein by reference).
4.27 Amended and Restated Credit Agreement dated May 1, 2002
among Noble Corporation, Noble Holding (U.S.) Corporation,
Noble Drilling Corporation, Nordea Bank Norge ASA, New York
Branch, as Administrative Agent, and the lenders named
therein (filed as Exhibit 4.1 to Noble Corporation's
Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).
II-6
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.28 First Amendment to Note Purchase Agreement and Consent,
dated March 15, 2002, between Noble Drilling (Jim Thompson)
Inc., each of the note purchasers thereunder and JPMorgan
Chase Bank, National Association, as trustee (filed as
Exhibit 4.2 to Noble Corporation's Quarterly Report on Form
10-Q for the three-month period ended March 31, 2002 and
incorporated herein by reference).
4.29 Amended and Restated Parent Guaranty, dated as April 25,
2002, by Noble Corporation, Noble Holding (U.S.) Corporation
and Noble Drilling Corporation, in favor of JPMorgan Chase
Bank, National Association, as trustee, for the benefit of
the note purchasers under the Note Purchase Agreement and
Consent with Noble Drilling (Jim Thompson) Inc. (filed as
Exhibit 4.3 to Noble Corporation's Quarterly Report on Form
10-Q for the three-month period ended March 31, 2002 and
incorporated herein by reference).
4.30 First Amendment to Note Purchase Agreement and Consent,
dated March 15, 2002, between Noble Drilling (Paul Wolff)
Ltd., each of the note purchasers thereunder and JPMorgan
Chase Bank, National Association, as trustee (filed as
Exhibit 4.4 to Noble Corporation's Quarterly Report on Form
10-Q for the three-month period ended March 31, 2002 and
incorporated herein by reference).
4.31 Amended and Restated Parent Guaranty, dated as May 1, 2002,
by Noble Corporation, Noble Holding (U.S.) Corporation and
Noble Drilling Corporation, in favor of JPMorgan Chase Bank,
National Association, as trustee, for the benefit of the
note purchasers under the Note Purchase Agreement and
Consent with Noble Drilling (Paul Wolff) Ltd. (filed as
Exhibit 4.5 to Noble Corporation's Quarterly Report on Form
10-Q for the three-month period ended March 31, 2002 and
incorporated herein by reference).
4.32 Second Supplemental Indenture, dated as of April 30, 2002,
between Noble Drilling Corporation, Noble Holding (U.S.)
Corporation and Noble Corporation, and JPMorgan Chase Bank,
as trustee (filed as Exhibit 4.6 to Noble Corporation's
Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).
4.33+ Form of Senior Indenture of Noble Corporation.
4.34+ Form of Subordinated Indenture of Noble Corporation.
4.35 Form of Senior Debt Security of Noble Corporation (included
in Exhibit 4.33).
4.36 Form of Subordinated Debt Security of Noble Corporation
(included in Exhibit 4.34).
4.37+ Form of Subordinated Indenture of Noble Drilling
Corporation.
4.38 Form of Subordinated Debt Security of Noble Drilling
Corporation and Form of Subordinated Guarantee by Noble
Corporation and Noble Holding (U.S.) Corporation (included
in Exhibit 4.37).
4.39+ Form of Senior Indenture of Noble Drilling Holding LLC.
4.40+ Form of Subordinated Indenture of Noble Drilling Holding
LLC.
4.41 Form of Senior Debt Security of Noble Drilling Holding LLC
and Form of Senior Guarantee by Noble Corporation and Noble
Drilling Holding Limited (included in Exhibit 4.39).
4.42 Form of Subordinated Debt Security of Noble Drilling Holding
LLC and Form of Subordinated Guarantee by Noble Corporation
and Noble Drilling Holding Limited (included in Exhibit
4.40).
4.43* Form of Warrant Agreement.
5.1 Opinion of Baker Botts L.L.P.
5.2 Opinion of Maples and Calder.
12.1 Statement re Computation of Ratio of Earnings to Fixed
Charges.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Baker Botts L.L.P. (contained in its opinion
filed as Exhibit 5.1).
23.3 Consent of Maples and Calder (contained in its opinion filed
as Exhibit 5.2).
24.1 Powers of Attorney (included in signature pages hereto).
II-7
EXHIBIT
NUMBER DESCRIPTION
------- -----------
25.1+ Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, with respect to
Trustee under the Noble Corporation Senior Indenture.
25.2+ Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, with respect to
Trustee under the Noble Corporation Subordinated Indenture.
25.3+ Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, with respect to
Trustee under the Noble Drilling Corporation Senior
Indenture.
25.4+ Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, with respect to
Trustee under the Noble Drilling Corporation Subordinated
Indenture.
25.5+ Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, with respect to
Trustee under the Noble Drilling Holding LLC Senior
Indenture.
25.6+ Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, with respect to
Trustee under the Noble Drilling Holding LLC Subordinated
Indenture.
---------------
* To be filed by amendment or as an exhibit with a subsequent Current Report on
Form 8-K in connection with a specific offering.
+ Filed previously.
ITEM 17. UNDERTAKINGS.
(a) Rule 415 offering.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the SEC by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-8
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings incorporating subsequent Exchange Act documents by reference.
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of our
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act,
that is incorporated by reference in this registration statement, shall be
deemed to be a new registration statement, relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Request for acceleration of effective date.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrants of expenses incurred or
paid by a director, officer or controlling person of the registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(i) Rule 430A.
The undersigned registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Noble
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Sugar Land, Texas, on the 16th day of
September, 2003.
NOBLE CORPORATION
By: /s/ JAMES C. DAY
------------------------------------
James C. Day
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES C. DAY Chairman and Chief September 16,
-------------------------------- Executive Officer and 2003
James C. Day Director (Principal
Executive Officer and
Authorized
Representative in the
United States)
* Senior Vice September 16,
-------------------------------- President -- Finance, 2003
Mark A. Jackson Chief Financial
Officer, Treasurer,
Controller and
Assistant Secretary
(Principal Financial
and Accounting
Officer)
* Director September 16,
-------------------------------- 2003
Michael A. Cawley
* Director September 16,
-------------------------------- 2003
Lawrence J. Chazen
* Director September 16,
-------------------------------- 2003
Luke R. Corbett
* Director September 16,
-------------------------------- 2003
Marc E. Leland
* Director September 16,
-------------------------------- 2003
Jack E. Little
* Director September 16,
-------------------------------- 2003
William A. Sears
By: */s/ ROBERT D. CAMPBELL
--------------------------------
Robert D. Campbell
Attorney-in-Fact
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Noble Holding
(U.S.) Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Sugar Land, Texas, on the 16th day of
September, 2003.
NOBLE HOLDING (U.S.) CORPORATION
By: /s/ MARK A. JACKSON
------------------------------------
Mark A. Jackson
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ROBERT D. CAMPBELL President and Director September 16, 2003
-------------------------------------- (Principal Executive Officer)
Robert D. Campbell
/s/ MARK A. JACKSON Vice President and Director September 16, 2003
--------------------------------------
Mark A. Jackson
* Treasurer September 16, 2003
-------------------------------------- (Principal Financial Officer)
Mark L. Mey
* Controller September 16, 2003
-------------------------------------- (Principal Accounting Officer)
Timothy S. Thomasson
* Director September 16, 2003
--------------------------------------
Julie J. Robertson
By: */s/ ROBERT D. CAMPBELL
------------------------------
Robert D. Campbell
Attorney-in-Fact
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Noble Drilling
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Sugar Land, Texas, on the 16th day of
September, 2003.
NOBLE DRILLING CORPORATION
By: /s/ MARK A. JACKSON
------------------------------------
Mark A. Jackson
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ROBERT D. CAMPBELL President and Director September 16, 2003
-------------------------------------- (Principal Executive Officer)
Robert D. Campbell
/s/ MARK A. JACKSON Vice President, Treasurer and September 16, 2003
-------------------------------------- Controller and Director
Mark A. Jackson (Principal Financial and
Accounting Officer)
* Director September 16, 2003
--------------------------------------
Julie J. Robertson
By: */s/ ROBERT D. CAMPBELL
------------------------------
Robert D. Campbell
Attorney-in-Fact
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Noble Drilling
Holding Limited certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Grand Cayman, Cayman Islands, on the
16th day of September, 2003.
NOBLE DRILLING HOLDING LIMITED
By: /s/ DANNY W. ADKINS
------------------------------------
Danny W. Adkins
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DANNY W. ADKINS Senior Vice President and September 16, 2003
-------------------------------------- Director (Principal Executive
Danny W. Adkins Officer)
* Controller and Secretary and September 16, 2003
-------------------------------------- Director (Principal Financial
Alan R. Hay and Accounting Officer)
By: */s/ ROBERT D. CAMPBELL
------------------------------
Robert D. Campbell
Attorney-in-Fact
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Noble Drilling
Holding LLC certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Grand Cayman, Cayman Islands, on the
16th day of September, 2003.
NOBLE DRILLING HOLDING LLC
By: /s/ DANNY W. ADKINS
------------------------------------
Danny W. Adkins
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DANNY W. ADKINS Senior Vice President and September 16, 2003
-------------------------------------- Director (Principal Executive
Danny W. Adkins Officer)
* Controller and Secretary and September 16, 2003
-------------------------------------- Director (Principal Financial
Alan R. Hay and Accounting Officer)
By: */s/ ROBERT D. CAMPBELL
------------------------------
Robert D. Campbell
Attorney-in-Fact
II-14
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1* Form of Underwriting Agreement (Debt).
1.2* Form of Underwriting Agreement (Equity).
1.3* Form of Underwriting Agreement (Warrants).
2.1 Agreement and Plan of Merger dated as of March 11, 2002
among Noble Corporation, Noble Cayman Acquisition
Corporation, Noble Holding (U.S.) Corporation and Noble
Drilling Corporation (included as Annex A to the proxy
statement/prospectus that constitutes a part of Noble
Corporation's Registration Statement on Form S-4 (No.
333-84278) and incorporated herein by reference).
4.1 Memorandum of Association of Noble Corporation (filed as
Exhibit 3.3 to Noble Corporation's Registration Statement on
Form S-4 (No. 333-84278) and incorporated herein by
reference).
4.2 Articles of Association of Noble Corporation (filed as
Exhibit 3.4 to Noble Corporation's Registration Statement on
Form S-4 (No. 333-84278) and incorporated herein by
reference).
4.3 Terms of Series A Junior Participating Preferred Shares of
Noble Corporation (filed as Exhibit 4.1 to Noble
Corporation's Registration Statement on Form S-4 (No.
333-84278) and incorporated herein by reference).
4.4+ Certificate of Incorporation of Noble Holding (U.S.)
Corporation.
4.5+ Bylaws of Noble Holding (U.S.) Corporation.
4.6+ Restated Certificate of Incorporation of Noble Drilling
Corporation, included as Exhibit A to the Certificate of
Merger of Noble Cayman Acquisition Corporation with and into
Noble Drilling Corporation.
4.7+ Bylaws of Noble Drilling Corporation.
4.8+ Memorandum and Articles of Association of Noble Drilling
Holding Limited.
4.9+ Certificate of Formation of Noble Drilling Holding LLC.
4.10+ Limited Liability Company Agreement of Noble Drilling
Holding LLC.
4.11 Indenture dated as of March 1, 1999, between Noble Drilling
Corporation and JPMorgan Chase Bank (formerly Chase Bank of
Texas, National Association), as trustee (filed as Exhibit
4.1 to the Form 8-K of Noble Drilling Corporation dated
March 22, 1999 (date of event: March 1, 1999) and
incorporated herein by reference).
4.12 Supplemental Indenture dated as of March 16, 1999, between
Noble Drilling Corporation and JPMorgan Chase Bank (formerly
Chase Bank of Texas, National Association), as trustee
(filed as Exhibit 4.2 to Noble Drilling Corporation's Form
8-K dated March 22, 1999 (date of event: March 1, 1999) and
incorporated herein by reference).
4.13 Rights Agreement between Noble Corporation and UMB Bank,
N.A., as Rights Agent, which includes the Form of Right
Certificate as Exhibit B thereto (filed as Exhibit 4.1 to
Noble Corporation's Registration Statement on Form S-4 (No.
333-84278) and incorporated herein by reference).
4.14 First Amendment to Rights Agreement between Noble
Corporation and UMB Bank, N.A., as Rights Agent, dated as of
March 12, 2003 (filed as Exhibit 4.2 to Noble Corporation's
Form 8-K filed on March 14, 2003 and incorporated herein by
reference).
4.15 Consent and Agreement dated December 20, 2001 by and among
Noble Drilling (Paul Romano) Inc., Noble Drilling
Corporation and the Noteholders a party thereto (filed as
Exhibit 4.6 to Noble Drilling Corporation's Annual Report on
Form 10-K for the year ended December 31, 2001 and
incorporated herein by reference).
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.16 Note Purchase Agreement dated as of September 24, 1998, by
and among Noble Drilling (Paul Romano) Inc. and each of the
note purchasers thereunder. Each note purchaser has entered
into a separate Note Purchase Agreement, which agreements
are substantially identical in all material respects, except
for the principal amount of notes to be purchased. A
schedule identifying each of the note purchasers that
entered into a Note Purchase Agreement with Noble Drilling
(Paul Romano) Inc. and the principal amount of notes to be
purchased by each such note purchaser is included as
Schedule A to the Note Purchase Agreement (filed as Exhibit
4.1 to Noble Drilling Corporation's Quarterly Report on Form
10-Q for the three-month period ended September 30, 1998 and
incorporated herein by reference).
4.17 Trust Indenture and Security Agreement dated as of November
24, 1998, between Noble Drilling (Paul Romano) Inc. and
Chase Bank of Texas, National Association, as Trustee (filed
as Exhibit 4.18 to Noble Drilling Corporation's Registration
Statement on Form S-3 (No. 333-72059) and incorporated
herein by reference).
4.18 First Naval Mortgage covering the Noble Paul Romano dated as
of November 24, 1998, made by Noble Drilling (Paul Romano)
Inc. in favor of Chase Bank of Texas, National Association,
as Indenture Trustee (filed as Exhibit 4.19 to Noble
Drilling Corporation's Registration Statement on Form S-3
(No. 333-72059) and incorporated herein by reference).
4.19 Note Purchase Agreement dated as of July 1, 1998, by and
among Noble Drilling (Paul Wolff) Ltd., Chase Bank of Texas,
National Association, as Trustee, and each of the note
purchasers thereunder. Each note purchaser has entered into
a separate Note Purchase Agreement, which agreements are
substantially identical in all material respects, except for
the principal amount of notes purchased. A schedule
identifying each of the note purchasers that entered into a
Note Purchase Agreement with Noble Drilling (Paul Wolff)
Ltd. and the principal amount of notes purchased by each
such note purchaser is included in Annex I to the Note
Purchase Agreement (filed as Exhibit 4.4 to Noble Drilling
Corporation's Quarterly Report on Form 10-Q for the
three-month period ended September 30, 1998 and incorporated
herein by reference).
4.20 Indenture of First Naval Mortgage, dated as of July 1, 1998,
made by Noble Drilling (Paul Wolff) Ltd. in favor of Chase
Bank of Texas, National Association, as Trustee (filed as
Exhibit 4.5 to Noble Drilling Corporation's Quarterly Report
on Form 10-Q for the three-month period ended September 30,
1998 and incorporated herein by reference).
4.21 Parent Guaranty, dated as of July 1, 1998, by Noble Drilling
Corporation in favor of Chase Bank of Texas, National
Association, as Trustee (filed as Exhibit 4.6 to Noble
Drilling Corporation's Quarterly Report on Form 10-Q for the
three-month period ended September 30, 1998 and incorporated
herein by reference).
4.22 Note Purchase Agreement dated as of December 21, 1998, by
and among Noble Drilling (Jim Thompson) Inc., Chase Bank of
Texas, National Association, as Trustee, and each of the
note purchasers thereunder. Each note purchaser has entered
into a separate Note Purchase Agreement, which agreements
are substantially identical in all material respects, except
for the principal amount of notes purchased. A schedule
identifying each of the note purchasers that entered into a
Note Purchase Agreement with Noble Drilling (Jim Thompson)
Inc. and the principal amount of notes purchased by each
such note purchaser is included as Annex I to the Note
Purchase Agreement (filed as Exhibit 4.24 to Noble Drilling
Corporation's Registration Statement on Form S-3 (No.
333-72059) and incorporated herein by reference).
4.23 Indenture of First Naval Mortgage, dated as of December 21,
1998, made by Noble Drilling (Jim Thompson) Inc. in favor of
Chase Bank of Texas, National Association, as Trustee (filed
as Exhibit 4.25 to Noble Drilling Corporation's Registration
Statement on Form S-3 (No. 333-72059) and incorporated
herein by reference).
4.24 Parent Guaranty, dated as of December 21, 1998, by Noble
Drilling Corporation in favor of Chase Bank of Texas,
National Association, as Trustee (filed as Exhibit 4.26 to
Noble Drilling Corporation's Registration Statement on Form
S-3 (No. 333-72059) and incorporated herein by reference).
4.25 Credit Agreement dated May 30, 2001, among Noble Drilling
Corporation, Christiania Bank og Kreditkasse ASA, New York
Branch, as Administrative Agent, and the lenders named
therein (filed as Exhibit 4 to Noble Drilling Corporation's
Quarterly Report on Form 10-Q for the three-month period
ended June 30, 2001 and incorporated herein by reference).
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.26 Irrevocable Letter of Credit, dated December 20, 2001, by
Nordea Bank Norge ASA, New York Branch, and issued to
JPMorgan Chase Bank, as Trustee of the Trust Indenture and
Security Agreement, dated as of November 24, 1998, between
Noble Drilling (Paul Romano) Inc. and the Trustee, for the
benefit of the note holders thereunder (filed as Exhibit
4.17 to Noble Drilling Corporation's Annual Report on Form
10-K for the year ended December 31, 2001 and incorporated
herein by reference).
4.27 Amended and Restated Credit Agreement dated May 1, 2002
among Noble Corporation, Noble Holding (U.S.) Corporation,
Noble Drilling Corporation, Nordea Bank Norge ASA, New York
Branch, as Administrative Agent, and the lenders named
therein (filed as Exhibit 4.1 to Noble Corporation's
Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).
4.28 First Amendment to Note Purchase Agreement and Consent,
dated March 15, 2002, between Noble Drilling (Jim Thompson)
Inc., each of the note purchasers thereunder and JPMorgan
Chase Bank, National Association, as trustee (filed as
Exhibit 4.2 to Noble Corporation's Quarterly Report on Form
10-Q for the three-month period ended March 31, 2002 and
incorporated herein by reference).
4.29 Amended and Restated Parent Guaranty, dated as April 25,
2002, by Noble Corporation, Noble Holding (U.S.) Corporation
and Noble Drilling Corporation, in favor of JPMorgan Chase
Bank, National Association, as trustee, for the benefit of
the note purchasers under the Note Purchase Agreement and
Consent with Noble Drilling (Jim Thompson) Inc. (filed as
Exhibit 4.3 to Noble Corporation's Quarterly Report on Form
10-Q for the three-month period ended March 31, 2002 and
incorporated herein by reference).
4.30 First Amendment to Note Purchase Agreement and Consent,
dated March 15, 2002, between Noble Drilling (Paul Wolff)
Ltd., each of the note purchasers thereunder and JPMorgan
Chase Bank, National Association, as trustee (filed as
Exhibit 4.4 to Noble Corporation's Quarterly Report on Form
10-Q for the three-month period ended March 31, 2002 and
incorporated herein by reference).
4.31 Amended and Restated Parent Guaranty, dated as May 1, 2002,
by Noble Corporation, Noble Holding (U.S.) Corporation and
Noble Drilling Corporation, in favor of JPMorgan Chase Bank,
National Association, as trustee, for the benefit of the
note purchasers under the Note Purchase Agreement and
Consent with Noble Drilling (Paul Wolff) Ltd. (filed as
Exhibit 4.5 to Noble Corporation's Quarterly Report on Form
10-Q for the three-month period ended March 31, 2002 and
incorporated herein by reference).
4.32 Second Supplemental Indenture, dated as of April 30, 2002,
between Noble Drilling Corporation, Noble Holding (U.S.)
Corporation and Noble Corporation, and JPMorgan Chase Bank,
as trustee (filed as Exhibit 4.6 to Noble Corporation's
Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).
4.33+ Form of Senior Indenture of Noble Corporation.
4.34+ Form of Subordinated Indenture of Noble Corporation.
4.35 Form of Senior Debt Security of Noble Corporation (included
in Exhibit 4.33).
4.36 Form of Subordinated Debt Security of Noble Corporation
(included in Exhibit 4.34).
4.37+ Form of Subordinated Indenture of Noble Drilling
Corporation.
4.38 Form of Subordinated Debt Security of Noble Drilling
Corporation and Form of Subordinated Guarantee by Noble
Corporation and Noble Holding (U.S.) Corporation (included
in Exhibit 4.37).
4.39+ Form of Senior Indenture of Noble Drilling Holding LLC.
4.40+ Form of Subordinated Indenture of Noble Drilling Holding
LLC.
4.41 Form of Senior Debt Security of Noble Drilling Holding LLC
and Form of Senior Guarantee by Noble Corporation and Noble
Drilling Holding Limited (included in Exhibit 4.39).
4.42 Form of Subordinated Debt Security of Noble Drilling Holding
LLC and Form of Subordinated Guarantee by Noble Corporation
and Noble Drilling Holding Limited (included in Exhibit
4.40).
4.43* Form of Warrant Agreement.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
5.1 Opinion of Baker Botts L.L.P.
5.2 Opinion of Maples and Calder.
12.1 Statement re Computation of Ratio of Earnings to Fixed
Charges.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Baker Botts L.L.P. (contained in its opinion
filed as Exhibit 5.1).
23.3 Consent of Maples and Calder (contained in its opinion filed
as Exhibit 5.2).
24.1 Powers of Attorney (included in signature pages hereto).
25.1+ Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, with respect to
Trustee under the Noble Corporation Senior Indenture.
25.2+ Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, with respect to
Trustee under the Noble Corporation Subordinated Indenture.
25.3+ Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, with respect to
Trustee under the Noble Drilling Corporation Senior
Indenture.
25.4+ Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, with respect to
Trustee under the Noble Drilling Corporation Subordinated
Indenture.
25.5+ Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, with respect to
Trustee under the Noble Drilling Holding LLC Senior
Indenture.
25.6+ Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, with respect to
Trustee under the Noble Drilling Holding LLC Subordinated
Indenture.
---------------
* To be filed by amendment or as an exhibit with a subsequent Current Report on
Form 8-K in connection with a specific offering.
+ Filed previously.