As filed with the Securities and Exchange Commission on April 5, 2022
No. 333-261780
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NOBLE FINCO LIMITED
(Exact name of registrant as specified in its charter)
| England and Wales | 1381 | Not Applicable | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Noble Finco Limited
13135 Dairy Ashford, Suite 800
Sugar Land, Texas 77478
Tel: (281) 276-6100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
William E. Turcotte
Noble Finco Limited
13135 Dairy Ashford, Suite 800
Sugar Land, Texas 77478
(281) 276-6100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Sean T. Wheeler, P.C. Debbie P. Yee, P.C. Anne G. Peetz Kirkland & Ellis LLP 609 Main Street Houston, Texas 77002 (713) 836-3600 |
Richard Spedding Travers Smith LLP 10 Snow Hill London, EC1A 2AL United Kingdom +44 20 7295 3000 |
Klaus Greven Kristensen The Drilling Company of 1972 A/S Lyngby Hovedgade 85 2800 Kgs. Lyngby Denmark +45 63 36 00 00 |
Connie Milonakis Davis Polk & Wardwell London LLP 5 Aldermanbury Square London EC2V 7HR (212) 450-4000 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
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(d) 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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant 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 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Noble Finco Limited is filing this Amendment No. 4 to its registration statement on Form S-4 (File No. 333- 261780) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 20. | Indemnification of Directors and Officers. |
Topco is a private limited company incorporated under the laws of England and Wales, and will re-register as a public limited company prior to the Offer being made. Chapter 7 of Part 10 of the Companies Act contains provisions protecting directors from liability. All statutory references in this Item 20 are to the Companies Act.
Section 232(1) makes void any provision that purports to exempt a director of a company from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company.
Section 232(2) makes void any provision by which a company directly or indirectly provides an indemnity for a director of the company (or of an associated company) against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company, except as permitted by:
(a) liability insurance pursuant to Section 233;
(b) qualifying third-party indemnity provisions falling within Section 234; and
(c) qualifying pension scheme indemnity provisions falling within Section 235.
Section 233 permits liability insurance, commonly known as directors’ and officers’ liability insurance, purchased and maintained by a company against liability for negligence, default, breach of duty or breach of trust in relation to the company.
Section 234 allows for Topco to provide an indemnity against liability incurred by a director to someone other than Topco or an associated company. Such an indemnity does not permit indemnification against liability to pay (i) criminal fines, (ii) penalties to a regulatory authority, (iii) the costs of an unsuccessful defense of criminal, (iv) the costs of civil proceedings brought by Topco or an associated company or (v) the costs in connection with an application for relief under Sections 661 (power of court to grant relief in case of acquisition of shares by innocent nominee) or 1157 (general power of court to grant relief in case of honest and reasonable conduct).
Any indemnity provided under Section 234 must be disclosed in Topco’s annual report in accordance with Section 236 and copies of such indemnification provisions made available for inspection in accordance with Section 237 (and every member has a right to inspect and request such copies under Section 238).
Conduct of a director amounting to negligence, default, breach of duty or breach of trust in relation to the company can be ratified, in accordance with Section 239, by a resolution of the members of the company, disregarding the votes of the director (if a member) and any connected member.
To the extent permitted by the Companies Act (as amended from time to time) and without prejudice to any indemnity to which any person may otherwise be entitled, the articles of association of Topco authorize indemnification to the fullest extent permitted under law.
Where a person is indemnified against any liability in accordance with this Item 20, such indemnity shall extend, to the extent permitted by the Companies Act, to all costs, charges, losses, expenses and liabilities incurred by him in relation thereto.
In accordance with the authorization set out in the Topco articles of association, to the fullest extent permitted by law and without prejudice to any other indemnity to which the director may otherwise be entitled,
II-1
Topco will enter into deeds of indemnity with its directors and officers. Under the deeds of indemnity, Topco will indemnify its directors and officers to the fullest extent permitted or authorized by the Companies Act, as it may from time to time be amended, or by any other statutory provisions authorizing or permitting such indemnification.
The directors of Topco will, to the fullest extent permitted by law, also be entitled to coverage pursuant to Noble’s current directors’ and officers’ liability insurance.
| Item 21. | Exhibits and Financial Statement Schedules. |
| (a) | Exhibits |
See the Exhibit Index on the page immediately before the signature page for a list of exhibits filed as part of this registration statement on Form S-4, which Exhibit Index is incorporated herein by reference.
| (b) | Financial Statement Schedules |
See page F-1 for an index of the financial statements included in this registration statement on Form S-4.
| Item 22. | Undertakings. |
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period during 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 of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the 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 the 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 20% 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 the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the U.S. Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered thereby, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(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.
(4) To file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20-S” at the start of any delayed offering or throughout a continuous offering.
(5) That, for the purpose of determining liability of the registrant under the U.S. Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such
II-2
purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes as follows:
(1) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reoffering’s by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.
(2) That every prospectus (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the U.S. Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered thereby, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the U.S. Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes: (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in clause (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved thereby, that was not the subject of and included in the registration statement when it became effective.
II-3
EXHIBIT INDEX
| * | Filed herewith. |
| ** | Previously filed. |
| † | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. Topco agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Sugar Land, Texas, on April 5, 2022.
| Noble Finco Limited | ||
| By: | /s/ Robert W. Eifler | |
| Name: | Robert W. Eifler | |
| Title: | Chief Executive Officer and Director | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on the 5th day of April, 2022.
| Name |
Title | |
| /s/ Robert W. Eifler Robert W. Eifler |
Chief Executive Officer (Principal Executive Officer) and Director | |
| /s/ Richard B. Barker Richard B. Barker |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director | |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of Noble Finco Limited, has signed this registration statement in the City of Houston, State of Texas on April 5, 2022.
| By: | /s/ Richard B. Barker | |
| Name: | Richard B. Barker | |
| Title: | Chief Financial Officer and Director | |
Exhibit 5.1
| Travers Smith LLP 10 Snow Hill, London, EC1A 2AL |
| T: +44 (0)20 7295 3000 | www.traverssmith.com |
| Noble Finco Limited 3rd Floor 1 Ashley Road Altrincham Cheshire WA14 2DT FAO the Board of Directors |
Your ref: | |||
| Our ref: | RRS/AUA | |||
| Doc ID: | 4132-9349-5606 | |||
| Direct line: | +44 (0)20 7295 3000 | |||
| Email: | richard.spedding @traverssmith.com |
April 5, 2022
Dear Directors
Legal opinion regarding shares of Noble Finco Limited
| 1. | INTRODUCTION |
We are acting as advisers as to English law to Noble Finco Limited, a private limited company incorporated under the laws of England and Wales (the “Company”). We understand that the Company intends to file, on or around the date hereof, a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities Exchange Commission (the “SEC”). Upon completion of the business combination described in the Registration Statement and the exchange offer prospectus contained therein (the “Business Combination”), we understand that the Company will become the ultimate holding company of the Noble group. We have been asked to provide an opinion on certain matters, as set out below, in connection with the filing of the Registration Statement.
| 2. | DOCUMENTS REVIEWED |
We have examined the documents listed in Appendix 3 to this opinion. Terms defined in the Appendices have the same meaning where used in this opinion.
| 3. | NATURE OF OPINION AND OBSERVATIONS |
| 3.1 | This opinion is confined to matters of English law (including case law) as at the date of this opinion. We express no opinion with regard to any system of law other than the laws of England as currently applied by the English courts. In particular: |
| Travers Smith LLP is a limited liability partnership registered in England and Wales under number OC 336962 and is authorised and regulated by the Solicitors Regulation Authority (SRA number 489478). A list of the members of Travers Smith LLP is open to inspection at our registered office and principal place of business: 10 Snow Hill London EC1A 2AL |
April 5, 2022
| 3.1.1 | by giving this opinion, we do not assume any obligation to notify you of future changes in law which may affect the opinions expressed in this opinion, or otherwise to update this opinion in any respect; |
| 3.1.2 | to the extent that the laws of any other jurisdiction may be relevant, our opinion is subject to the effect of such laws. We express no views in this opinion on the validity of the matters set out in any opinion given in relation to such laws; |
| 3.1.3 | we have not been responsible for verifying whether statements of fact (including foreign law), opinion or intention in any documents referred to in this opinion or in any related documents are accurate, complete or reasonable; and |
| 3.1.4 | the term “non-assessable” has no recognised meaning in English law but for the purposes herein the term means that, under the Companies Act 2006 (as amended), the draft articles of association of the Company filed with the Registration Statement (the “Articles”) and any resolution passed in accordance with the Articles approving the issuance of the Shares (as defined below), no holder of such Shares is liable, solely because of such holder’s status as a holder of such Shares, for additional payments or calls on the relevant Shares to or by the Company or its creditors. |
| 4. | OPINION |
| 4.1 | On the basis stated in paragraph 3, and subject to the assumptions in Appendix 1 and the qualifications in Appendix 2, we are of the opinion that: |
| 4.1.1 | the 156,474,852 A Ordinary Shares of US$0.00001 each being registered (the “Shares”), will be validly issued, fully paid and non-assessable when all of: (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act of 1933, as amended (the “Securities Act”); (ii) the Business Combination shall have completed; and (iii) valid entries in the books and registers of the Company have been made; and |
| 4.1.2 | the Company has the requisite corporate power, capacity and authority to execute and deliver the Warrant Agreements and to perform all its obligations thereunder. |
| 5. | CONSENT TO FILING |
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules or regulations promulgated thereunder.
Page 2
April 5, 2022
| Yours faithfully |
| /s/ Travers Smith LLP |
| Travers Smith LLP |
Page 3
April 5, 2022
APPENDIX 1
ASSUMPTIONS
In considering the documents listed in Appendix 3 and in rendering this opinion, we have (with your consent and without any further enquiry) assumed:
| 1. | Powers and Duties: the Directors of the Company when authorising the allotment of the Shares will exercise their powers in accordance with their duties under English law and the articles of association of the Company at the relevant time; |
| 2. | Adoption of Articles: the Articles have been validly and lawfully adopted prior to the Shares being allotted; |
| 3. | Re-registration: the Company is re-registered as a public limited company prior to the Shares being allotted, in accordance with the terms of the Business Combination Agreement (as defined below); |
| 4. | Shareholder resolution: to the extent required by law, the shareholder(s) of the Company passes, by the requisite majority, an ordinary resolution (an “Allotment Resolution”) authorising the Directors of the Company to allot the Shares; |
| 5. | Compliance with FSMA: (i) no Shares, or rights to subscribe for Shares, have been or shall be offered to the public in the United Kingdom in breach of the Financial Services and Markets Act 2000 (“FSMA”) or of any other law or regulation concerning offers to the public, invitations to subscribe for, or to acquire rights to, or otherwise acquire, shares in the United Kingdom; and (ii) in issuing and allotting the Shares, the Company is not carrying on a regulated activity for the purposes of section 19 of FSMA; |
| 6. | Compliance with Agreements: to the extent that any of the Shares are to be issued under the terms of plans attributable to restricted stock units or the terms of warrant instruments, the holders of such awards or warrants shall comply with the procedures set out in such plans or instruments in order to acquire the Shares, in particular the due execution of any notices or consents; that the Shares are duly allotted in accordance with any Allotment Resolution; and the Company complies with such documentation at all times in effecting the issue of the Shares and has adopted the prescribed procedures therein to ensure that the Shares are paid up at least as to nominal value and (where relevant) as to the amount of any additional exercise price; |
| 7. | Authenticity: the genuineness of all signatures, stamps and seals on, and the authenticity, accuracy and completeness of, all documents submitted to us whether as originals or copies (and whether in hard copy or electronic form); |
| 8. | Copies: the conformity to originals of all documents supplied to us as photocopies, portable document format (PDF) copies, facsimile copies or e-mail versions; |
Page 4
April 5, 2022
| 9. | Officer’s Certificate: that each of the statements contained in a certificate of an Officer of the Company dated March 29, 2022 (the “Certificate”) is true and correct as at the date of this opinion; |
| 10. | Company Search: that the information revealed by our search (carried out by us or by Perfect Information Ltd. on our behalf on March 29, 2022) of the public documents of the Company kept at Companies House in Cardiff (the “Company Search”) (i) was accurate in all respects and has not since the time of such searches been altered, and (ii) was complete and included all relevant information which had been properly submitted to the Registrar of Companies; |
| 11. | Winding-up Enquiry: that the information revealed by our oral enquiry on March 29, 2022 of the Central Registry of Winding-up Petitions (the “Winding-up Enquiry”) was accurate in all respects and has not since the time of such enquiry been altered; |
| 12. | No change in law: there is no change in law or regulation from the date of this opinion to completion of the Business Combination that would have the effect of rendering any of our opinions invalid, void or otherwise incorrect; and |
| 13. | Warrant Agreements: that the Company will duly execute warrant agreements (the “Warrant Agreements”), substantially in the form of the Noble Warrant Agreements, in pursuance and satisfaction of its obligations pursuant to section 2.7(a)(v) of the Business Combination Agreement. |
Page 5
April 5, 2022
APPENDIX 2
QUALIFICATIONS
Our opinion is subject to the following qualifications:
| 1. | Company Search: the Company Search is not capable of revealing conclusively whether or not: |
| 1.1 | a winding-up order has been made or a resolution passed for the winding up of a company; or |
| 1.2 | an administration order has been made; or |
| 1.3 | a receiver, administrative receiver, administrator or liquidator has been appointed; or |
| 1.4 | a court order has been made under the Cross Border Insolvency Regulations 2006, |
since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the public microfiche of the relevant company immediately.
In addition, the Company Search is not capable of revealing, prior to the making of the relevant order or the appointment of an administrator otherwise taking effect, whether or not a winding-up petition or an application for an administration order has been presented or notice of intention to appoint an administrator under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 has been filed with the court;
| 2. | Winding-up Enquiry: the Winding-up Enquiry relates only to the presentation of (i) a petition for the making of a winding-up order or the making of a winding-up order by the Court, (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such court of an administration order, and (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London. It is not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention or notice of appointment has been presented or winding-up or administration order granted, because: |
| 2.1 | details of a winding-up petition or application for an administration order may not have been entered on the records of the Central Registry of Winding-up Petitions immediately; |
| 2.2 | in the case of an application for the making of an administration order and such order and the presentation of a notice of intention to appoint or notice of appointment, if such application is made to, order made by or notice filed with, a Court other than the High Court of Justice in London, no record of such application, order or notice will be kept by the Central Registry of Winding-up Petitions; |
Page 6
April 5, 2022
| 2.3 | a winding-up order or administration order may be made before the relevant petition or application has been entered on the records of the Central Registry immediately; |
| 2.4 | details of a notice of intention to appoint an administrator or a notice of appointment of an administrator under paragraphs 14 and 22 of Schedule B1 of the Insolvency Act 1986 may not be entered on the records immediately (or, in the case of a notice of intention to appoint, at all); and |
| 2.5 | with regard to winding-up petitions, the Central Registry of Winding-up Petitions may not have records of winding-up petitions issued prior to 1994. |
| 3. | We express no opinion on any appraisal rights that may arise as a matter of the laws of any other country. |
Page 7
April 5, 2022
APPENDIX 3
| 1. | a copy of the business combination agreement between the Company, Noble Corporation, a Cayman Islands exempted company with registered number 368504 (“Noble”), Noble Newco Sub Limited and The Drilling Company of 1972 A/A dated November 10, 2021 (the “Business Combination Agreement”); |
| 2. | copies of (i) the Tranche 1 Warrant Agreement by and among Noble, Computershare Inc. and Computershare Trust Company, N.A., dated as of February 5, 2021; (ii) the Tranche 2 Warrant Agreement by and among Noble, Computershare Inc. and Computershare Trust Company, N.A., dated as of February 5, 2021; and (iii) the Tranche 3 Warrant Agreement by and among Noble, Computershare Inc. and Computershare Trust Company, N.A. dated as of February 5, 2021 (the “Noble Warrant Agreements”); |
| 3. | a copy of the draft Registration Statement dated April 5, 2022; and |
| 4. | the Certificate. |
Page 8
Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
Noble Finco Limited
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security Type |
Security Class Title(1) |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||
| — | — | — | — | — | — | — | — | |||||||||||||||||
| Fees Previously Paid |
Equity | A Ordinary Shares, par value $0.00001 per share(2) |
416(a), 457(c) and 457(f)(1) |
136,418,442(1)(2) | $23.36(3) | $3,186,734,805.12(3) | .0000927 | $295,410.32 | ||||||||||||||||
| Fees Previously Paid |
Equity | A Ordinary Shares, par value $0.00001 per share(2) |
416(a), 457(c) and 457(f)(1) |
2,688,043(1)(2) | $35.32(4) | $94,941,678.76(4) | .0000927 | $8,801.09 | ||||||||||||||||
| Fees Previously Paid |
Equity | Tranche 1 Warrants |
457(c) | 6,272,963(5) | $11.66 | $73,142,748.58(6) | .0000927 | $6,780.33 | ||||||||||||||||
| Fees Previously Paid |
Equity | A Ordinary Shares, par value $0.00001 per share, issuable upon exercise of Tranche 1 Warrants |
457(c) and 457(f)(1) |
6,272,963 | $23.36(3) | $146,536,415.68(3) | .0000927 | $13,583.93 | ||||||||||||||||
| Fees Previously Paid |
Equity | Tranche 2 Warrants |
457(c) | 8,317,842 (7) | $7.99 | $66,459,557.58(8) | .0000927 | $6,160.80 | ||||||||||||||||
| Fees Previously Paid |
Equity | A Ordinary Shares, par value $0.00001 per share, issuable upon exercise of Tranche 2 Warrants |
457(c) and 457(f)(1) |
8,317,842 | $23.36(3) | $194,304,789.12(3) | .0000927 | $18,012.05 | ||||||||||||||||
| Fees Previously Paid |
Equity | Tranche 3 Warrants |
457(c) | 2,777,562(9) | $0.81 | $2,249,825.22(10) | .0000927 | $208.56 | ||||||||||||||||
| Fees Previously Paid |
Equity | A Ordinary Shares, par value $0.00001 per share, issuable upon exercise of Tranche 3 Warrants |
457(c) and 457(f)(1) |
2,777,562 | $23.36(3) | $64,883,848.32(3) | .0000927 | $6,014.73 | ||||||||||||||||
| Fees to Be Paid | — | — | — | — | — | — | — | — | ||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||
| Carry Forward Securities |
— | — | — | — | — | |||||||||||||||||||
| $3,829,253,668.38 | $354,971.82 | |||||||||||||||||||||||
| Total Fees Previously Paid | $354,971.82 (11) |
|||||||||||||||||||||||
| Total Fee Offsets | $0.00 | |||||||||||||||||||||||
| Net Fee Due | $0.00 | |||||||||||||||||||||||
| (1) | Represents A ordinary shares, par value $0.00001 per share (the “Topco Shares”), of the registrant, Noble Finco Limited, a private limited company formed under the laws of England and Wales (“Topco”) to be issued upon completion of the business combination described in the proxy statement/prospectus and the exchange offer prospectus contained herein (the “Business Combination”), and includes (a) (i) 63,092,165 Topco Shares to be issued to shareholders of Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Noble”), in exchange for their ordinary shares, par value $0.00001 (“Noble Shares”), (ii) 5,263,182 Topco Shares to be issued to holders of Noble penny warrants in exchange for such penny warrants, and (iii) 3,376,328 Topco Shares to be issued upon the exercise of restricted share units representing the right to receive Noble Shares and (b) (i) up to a maximum of 66,730,827 Topco Shares to be issued to shareholders of The Drilling Company of 1972 A/S, a Danish public limited liability company, each in connection with the Business Combination and (ii) up to a maximum of 643,983 Topco Shares to be issued upon the exercise of restricted share units representing the right to receive Topco Shares. Additionally, the registrant is registering up to 17,368,367 Topco Shares, issuable upon exercise of the Tranche 1 Warrants, the Tranche 2 Warrants and the Tranche 3 Warrants for a total amount of 156,474,852 Topco Shares being registered on this Registration Statement on Form S-4. Of the 156,474,852 Topco Shares being registered herein, (i) 153,786,734 Topco Shares were previously registered with the initial filing of the Registration Statement on Form S-4 on December 20, 2021 and (ii) an additional 2,688,043 Topco Shares were previously registered with the filing of Amendment No. 3 to the Registration Statement on Form S-4 on March 31, 2022. | |
| (2) | Pursuant to Rule 416(a) of Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. | |
| (3) | Estimated solely for purposes of calculating the registration fee according to Rule 457(c) and 457(f)(1) under the Securities Act based on the average of the high and low prices of the Noble Shares as reported on the New York Stock Exchange on December 14, 2021. | |
| (4) | Estimated solely for purposes of calculating the registration fee according to Rule 457(c) and 457(f)(1) under the Securities Act based on the average of the high and low prices of the Noble Shares as reported on the New York Stock Exchange on March 26, 2022. | |
| (5) | Represents the estimated maximum number of warrants of Topco (“Topco Warrants”) to be issued in exchange for the issued and outstanding warrants of Noble issued pursuant to the Tranche 1 Warrant Agreement, dated as of February 5, 2021, by and among Noble, Computershare Inc. and Computershare Trust Company, N.A. (the “Tranche 1 Warrants”). This number is based on the number of Tranche 1 Warrants issued and outstanding as of March 31, 2021. | |
| (6) | The proposed maximum aggregate offering price of the Topco Warrants was calculated in accordance with Rule 457(c) under the Securities Act based on the average high and low price per Tranche 1 Warrant between December 13, 2021 and December 15, 2021 based on broker to broker trades (the latest available time period during which there was trading volume of broker to broker trades of the Tranche 1 Warrants). | |
| (7) | Represents the estimated maximum number of Topco Warrants to be issued in exchange for the issued and outstanding warrants of Noble issued pursuant to the Tranche 2 Warrant Agreement, dated as of February 5, 2021, by and among Noble, Computershare Inc. and Computershare Trust Company, N.A. (the “Tranche 2 Warrants”). This number is based on the number of Tranche 2 Warrants issued and outstanding as of March 31, 2021. | |
| (8) | The proposed maximum aggregate offering price of the Topco Warrants was calculated in accordance with Rule 457(c) under the Securities Act based on the average high and low price per Tranche 2 Warrant between December 13, 2021 and December 15, 2021 based on broker to broker trades (the latest available time period during which there was trading volume of broker to broker trades of the Tranche 2 Warrants). | |
| (9) | Represents the estimated maximum number of Topco Warrants to be issued in exchange for the issued and outstanding warrants of Noble issued pursuant to the Tranche 3 Warrant Agreement, dated as of February 5, 2021, by and among Noble, Computershare Inc. and Computershare Trust Company, N.A. (the “Tranche 3 Warrants”). This number is based on the number of Tranche 3 Warrants issued and outstanding as of March 31, 2021. | |
| (10) | The proposed maximum aggregate offering price of the Topco Warrants was calculated in accordance with Rule 457(c) under the Securities Act based on the average high and low price per Tranche 3 Warrant between December 13, 2021 and December 15, 2021 based on broker to broker trades (the latest available time period during which there was trading volume of broker to broker trades of the Tranche 1 Warrants). | |
| (11) | Previously paid in connection with the initial filing of the Registration Statement on Form S-4 on December 20, 2021 and the filing of Amendment No. 3 to the Registration Statement on Form S-4 on March 31, 2022. |