Bond Nobilis Corp 4% ( US65504LAM90 ) in USD

Nobilis Corp

100 % ⇌

United States

US65504LAM90 ( in USD )

4% per year ( payment 2 times a year)

16/03/2018 - Bond has expired

Prospectus brochure of the bond Noble Corp US65504LAM90 in USD 4%, expired

2 000 USD

250 000 000 USD

65504LAM9

Noble Corporation is an offshore drilling contractor providing contract drilling services to oil and gas companies worldwide, operating a fleet of jack-up rigs and drillships.

The Bond issued by Nobilis Corp ( United States ) , in USD, with the ISIN code US65504LAM90, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Bond maturity is 16/03/2018

The Bond issued by Nobilis Corp ( United States ) , in USD, with the ISIN code US65504LAM90, was rated NR by Moody's credit rating agency.

The Bond issued by Nobilis Corp ( United States ) , in USD, with the ISIN code US65504LAM90, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d879869d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration File No. 333-202378
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered

Offering Price
Registration Fee (1)
4.000% Senior Notes due 2018

$250,000,000

$29,050
Guarantee of 2018 Notes (2)

--

--
5.950% Senior Notes due 2025

$450,000,000

$52,290
Guarantee of 2025 Notes

--

--
6.950% Senior Notes due 2045

$400,000,000

$46,480
Guarantee of 2045 Notes

--

--
Total

$1,100,000,000

$127,820

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no separate fee for the guarantee is payable.
Table of Contents
PROSPECT U S SU PPLEM EN T
(T o Prospe c t us da t e d Fe brua ry 2 7 , 2 0 1 5 )

$ 1 ,1 0 0 ,0 0 0 ,0 0 0
N oble H olding I nt e rna t iona l Lim it e d
$ 2 5 0 ,0 0 0 ,0 0 0 4 .0 0 0 % Se nior N ot e s due 2 0 1 8
$ 4 5 0 ,0 0 0 ,0 0 0 5 .9 5 0 % Se nior N ot e s due 2 0 2 5
$ 4 0 0 ,0 0 0 ,0 0 0 6 .9 5 0 % Se nior N ot e s due 2 0 4 5
U nc ondit iona lly Gua ra nt e e d by
N oble Corpora t ion
We are offering $250,000,000 aggregate principal amount of 4.000% senior notes due 2018 (the "2018 notes"), $450,000,000 aggregate principal amount of 5.950%
senior notes due 2025 (the "2025 notes") and $400,000,000 aggregate principal amount of 6.950% senior notes due 2045 (the "2045 notes"). The term "notes" in this
prospectus supplement refers collectively to the 2018 notes, the 2025 notes and the 2045 notes.
We will pay interest on the 2018 notes on March 16 and September 16 of each year, beginning on September 16, 2015. We will pay interest on the 2025 notes on April 1
and October 1 of each year, beginning on October 1, 2015. We will pay interest on the 2045 notes on April 1 and October 1 of each year, beginning on October 1, 2015.
The 2018 notes will mature on March 16, 2018, the 2025 notes will mature on April 1, 2025 and the 2045 notes will mature on April 1, 2045. The interest rates on the
notes may be increased if the credit rating applicable to the notes is downgraded, as described under "Description of the Notes--Interest Rate Adjustment."
We may redeem some or all of the notes of each series at any time or from time to time at the redemption prices calculated as described in this prospectus supplement
under "Description of the Notes--Optional Redemption." The notes do not have the benefit of any sinking fund. Payment of the notes will be fully and unconditionally
guaranteed by Noble Corporation, a Cayman Islands exempted company, which is one of our indirect parent companies.
The notes will be general unsecured senior obligations and will rank equally with our existing and future unsecured senior indebtedness. The notes will be issued only in
http://www.sec.gov/Archives/edgar/data/1169055/000119312515089376/d879869d424b5.htm[3/12/2015 4:55:21 PM]

424B5
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will not be listed on any securities exchange.
See "Risk Factors" beginning on page S-8 of this prospectus supplement, on page 2 of the accompanying prospectus and elsewhere in the documents incorporated by
reference herein to read about important risk factors you should consider before investing in the notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Proc e e ds,
Pric e t o
U nde rw rit ing
Be fore

Public

Disc ount

Ex pe nse s
Per 2018 Note

99.787%

0.450%

99.337%
Total

$249,467,500
$
1,125,000
$248,342,500
Per 2025 Note

99.720%

0.650%

99.070%
Total

$448,740,000
$
2,925,000
$445,815,000
Per 2045 Note

98.630%

0.875%

97.755%
Total

$394,520,000
$
3,500,000
$391,020,000
The initial price to public per note set forth above does not include accrued interest, if any. Interest on the notes will accrue from March 16, 2015 and must be paid by the
purchasers if the notes are delivered after March 16, 2015.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking,
société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about March 16, 2015.

Joint Book-Running Managers

Ba rc la ys
Cit igroup
H SBC
J .P. M orga n

BN P PARI BAS
Cre dit Suisse
DN B M a rk e t s SunT rust Robinson H um phre y

Senior Co-Managers

M izuho Se c urit ie s

SM BC N ik k o
We lls Fa rgo Se c urit ie s
Co-Managers

Cre dit Agric ole CI B

St a nda rd Cha rt e re d Ba nk
Prospectus Supplement dated March 11, 2015.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Incorporation of Certain Information By Reference
S-iii
Cautionary Statement Regarding Forward-Looking Statements
S-iv
Enforceability of Civil Liabilities Against Foreign Persons
S-v
Summary
S-1
Risk Factors
S-8
Use of Proceeds
S-10
Capitalization
S-11
Description of Certain Other Indebtedness
S-12
Description of the Notes
S-14
Material U.S. Federal Income Tax Considerations
S-29
Cayman Islands Tax Considerations
S-35
Underwriting (Conflicts Of Interest)
S-36
Legal Matters
S-40
Experts
S-40
Prospectus

Page
About This Prospectus

i
Where You Can Find More Information

ii
Incorporation of Certain Information By Reference

ii
Cautionary Statement Regarding Forward-Looking Statements

iii
About Noble-Cayman

1
http://www.sec.gov/Archives/edgar/data/1169055/000119312515089376/d879869d424b5.htm[3/12/2015 4:55:21 PM]

424B5
About NHIL

1
Risk Factors

2
Use of Proceeds

2
Ratio of Earnings to Fixed Charges

2
Description of Debt Securities

3
Plan of Distribution

11
Legal Matters

12
Experts

13
No invitation whether directly or indirectly may be made to the public in the Cayman Islands to subscribe for the notes unless the issuer of
the notes is listed on the Cayman Islands Stock Exchange.

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
Noble Holding International Limited, a Cayman Islands exempted company and the issuer of the notes ("NHIL"), is an indirect, wholly-
owned subsidiary of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales that is publicly traded and
whose shares are listed on The New York Stock Exchange under the symbol "NE" ("Noble-UK"). Noble Corporation, a Cayman Islands exempted
company and the guarantor of the notes ("Noble-Cayman"), is an indirect, wholly-owned subsidiary of Noble-UK. Noble-UK is not an issuer or a
guarantor of the notes.
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the notes, the specific
terms of this offering and supplements and updates information contained in the accompanying prospectus and the documents incorporated by
reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, provides more general
information about the notes and other debt securities that may be offered from time to time using such prospectus, some of which general
information does not apply to this offering. Generally, when we refer to the prospectus, we are referring to both parts of this document combined.
You should read both this prospectus supplement and the accompanying prospectus together with any free writing prospectus provided in
connection with this offering and the additional information described in the accompanying prospectus under the heading "Where You Can Find
More Information" and in this prospectus supplement under the heading "Incorporation of Certain Information by Reference."
If the information in the prospectus supplement differs from the information in the accompanying prospectus, the information in the
prospectus supplement supersedes the information in the accompanying prospectus.
Any information contained in this prospectus supplement or in a document incorporated by reference in this prospectus supplement will be
deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus
supplement or in any other subsequently filed document that is also incorporated by reference in this prospectus supplement modifies or supersedes
that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement. See "Incorporation of Certain Information by Reference" in this prospectus supplement.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying
prospectus or any free writing prospectus provided by us in connection with this offering. Neither we nor the underwriters have
authorized anyone else to provide you with different information. Neither we nor the underwriters are making any offer of these securities
in any jurisdiction where the offer is not permitted. The information contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus and any free writing prospectus provided in connection with this offering is accurate only as of
the respective dates thereof or, in the case of information incorporated by reference, only as of the date of such information, regardless of
the time of delivery of this prospectus supplement, the accompanying prospectus or any free writing prospectus. The business, financial
condition, results of operations and prospects of NHIL and Noble-Cayman may have changed since such dates. It is important for you to
read and consider all the information contained in this prospectus supplement and the accompanying prospectus, including the documents
incorporated by reference, in making your investment decision.

S-ii
Table of Contents
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
http://www.sec.gov/Archives/edgar/data/1169055/000119312515089376/d879869d424b5.htm[3/12/2015 4:55:21 PM]

424B5
The Securities and Exchange Commission (the "SEC") allows information to be "incorporated by reference" into this prospectus supplement,
which means that important information can be disclosed to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus supplement, except for any information superseded by information in
this prospectus supplement. This prospectus supplement incorporates by reference the documents set forth below that were previously filed with
the SEC. These documents contain important information about NHIL and Noble-Cayman.

· Noble-Cayman's Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 27, 2015;

· Part III of Noble-Cayman's Form 10-K/A (Amendment No. 1) to Noble-Cayman's Annual Report on Form 10-K for the year ended

December 31, 2013; and

· Noble-Cayman's Current Report on Form 8-K filed on January 29, 2015.
All additional documents that Noble-Cayman files with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the U.S. Securities Exchange Act
of 1934, as amended (the "Exchange Act"), other than, in each case, documents or information deemed to have been furnished and not filed in
accordance with SEC rules, will be incorporated by reference into this prospectus supplement until this offering is completed.
Documents incorporated by reference are available from Noble-Cayman without charge, excluding exhibits unless an exhibit has been
specifically incorporated by reference in this prospectus supplement. You may obtain without charge a copy of documents that are incorporated by
reference in this prospectus supplement by requesting them in writing or by telephone at the following address:
Alan R. Hay
Noble Corporation
Suite 3D, Landmark Square
64 Earth Close
P.O. Box 31327
George Town, Grand Cayman
Cayman Islands, KY1-1206
(345) 938-0293

S-iii
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement includes or incorporates by reference "forward-looking statements" within the meaning of Section 27A of the
U.S. Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. All statements other than statements of
historical facts included in this prospectus supplement, the accompanying prospectus or in the documents incorporated by reference, including
those regarding rig demand, the offshore drilling market, oil prices, contract backlog, fleet status, our financial position, business strategy, timing
or results of acquisitions or dispositions, impairments, repayment of debt, timing or number of share repurchases, borrowings under our credit
facilities or other instruments, sources of funds, completion, delivery dates and acceptance of our newbuild rigs, future capital expenditures,
contract commitments, dayrates, contract commencements, extension or renewals, contract tenders, the outcome of any dispute, litigation, audit or
investigation, plans and objectives of management for future operations, foreign currency requirements, results of joint ventures, indemnity and
other contract claims, construction and upgrade of rigs, industry conditions, access to financing, impact of competition, governmental regulations
and permitting, availability of labor, worldwide economic conditions, taxes and tax rates, indebtedness covenant compliance, dividends and
distributable reserves, timing for compliance with any new regulations and use of the proceeds of this offering, are forward-looking statements.
When used in this prospectus supplement, the accompanying prospectus or in the documents incorporated by reference, the words "anticipate,"
"believe," "estimate," "expect," "intend," "may," "plan," "project," "should" and similar expressions are intended to be among the statements that
identify forward-looking statements. Although NHIL and Noble-Cayman believe that the expectations reflected in such forward-looking
statements are reasonable, they cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as
of the date of the document in which they appear and NHIL and Noble-Cayman undertake no obligation to revise or update any forward-looking
statement for any reason, except as required by law. NHIL and Noble-Cayman have identified factors that could cause actual plans or results to
differ materially from those included in any forward-looking statements. These factors include those referenced or described under "Risk Factors"
included in this prospectus supplement and in the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q of Noble-Cayman, and in its
other filings with the SEC. Such risks and uncertainties are beyond the ability of NHIL and Noble-Cayman to control, and in many cases, NHIL
and Noble-Cayman cannot predict the risks and uncertainties that could cause their actual results to differ materially from those indicated by the
forward-looking statements. You should consider these risks and uncertainties when you are evaluating NHIL and Noble-Cayman and deciding
whether to invest in the notes.

S-iv
http://www.sec.gov/Archives/edgar/data/1169055/000119312515089376/d879869d424b5.htm[3/12/2015 4:55:21 PM]

424B5
Table of Contents
ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS
NHIL and Noble-Cayman are Cayman Islands exempted companies, and certain of their officers and directors may be residents of various
jurisdictions outside of the United States. All or a substantial portion of the assets of NHIL and Noble-Cayman and the assets of these persons may
be located outside of the United States. As a result, it may be difficult for investors to effect service of process within the United States upon these
persons or to enforce any U.S. court judgment obtained against these persons that is predicated upon the civil liability provisions of the Securities
Act. NHIL and Noble-Cayman have agreed to be served with process with respect to actions based on offers and sales of the notes. To bring a
claim against NHIL or Noble-Cayman, you may serve NHIL or Noble-Cayman, as the case may be, at its registered office in the Cayman Islands,
which is at the offices of Maples Corporate Services Limited, P.O. Box 309 Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
Maples and Calder, our Cayman Islands legal counsel, has advised us that there is doubt as to whether Cayman Islands courts would enforce
(1) judgments of U.S. courts obtained in actions against us or other persons that are predicated upon the civil liability provisions of the Securities
Act or (2) original actions brought against us or other persons predicated upon the Securities Act. There is no statutory recognition in the Cayman
Islands of judgments obtained in the United States nor any relevant treaty in place. However, the courts of the Cayman Islands will in certain
circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. The courts of
the Cayman Islands will recognize a foreign judgment as the basis for a claim at common law in the Cayman Islands provided such judgment:

· is given by a competent foreign court;

· imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

· is final;

· is not in respect of taxes, a fine or a penalty; and

· was not obtained in a manner and is not of a kind the enforcement of which is contrary to the public policy of the Cayman Islands.

S-v
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement. This summary may not contain all of the
information that is important to you. The information is qualified in its entirety by reference to detailed information appearing elsewhere in this
prospectus supplement and in the documents incorporated herein by reference and, therefore, it should be read together with those documents. To
understand fully the offering and the business of Noble-Cayman and its subsidiaries, including NHIL, we strongly encourage you to read carefully
this entire prospectus supplement and the accompanying prospectus and the other documents incorporated herein by reference.
In the sections of this prospectus supplement that describe the business of Noble-Cayman, unless the context otherwise indicates, references
to "Noble," "us," "we," "our" and like terms refer to Noble-Cayman together with its subsidiaries. NHIL is an indirect, wholly-owned
subsidiary of Noble-Cayman. The notes are obligations of NHIL and, to the extent described in this prospectus supplement, are guaranteed by
Noble-Cayman.
Noble Holding International Limited
NHIL is an indirect, wholly-owned subsidiary of Noble-Cayman. NHIL performs, through its subsidiaries, worldwide contract drilling
services with a fleet of offshore drilling units located worldwide. NHIL's fleet consists of 15 jackups, six drillships and eight semisubmersibles,
including one high-specification, harsh environment jackup under construction. This fleet count excludes the semisubmersibles, Noble Jim
Thompson and Noble Paul Wolff, because we have discontinued marketing these units. NHIL is a Cayman Islands exempted company. NHIL's
principal offices are located at Suite 3D, Landmark Square, 64 Earth Close, George Town, Grand Cayman, Cayman Islands, KY1-1206, and its
telephone number is (345) 938-0293.
Noble-Cayman
Noble-Cayman is an indirect, wholly-owned subsidiary of Noble-UK. Noble-UK, which is publicly traded and whose shares are listed on
The New York Stock Exchange under the symbol "NE", is a leading offshore drilling contractor for the oil and gas industry. Noble-Cayman is a
holding company, and, through its subsidiaries, it performs contract drilling services with a fleet of offshore drilling units located worldwide. The
consolidated financial statements of Noble-UK include the accounts of Noble-Cayman, and Noble-UK conducts substantially all of its business
http://www.sec.gov/Archives/edgar/data/1169055/000119312515089376/d879869d424b5.htm[3/12/2015 4:55:21 PM]

424B5
through Noble-Cayman and its subsidiaries.
Noble-Cayman performs, through its subsidiaries, including NHIL, contract drilling services with a fleet of 32 offshore drilling units located
worldwide. Noble-Cayman's fleet consists of NHIL's 29 offshore drilling units and three additional drillships.
Noble-Cayman and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. Noble-Cayman's principal
executive offices are located at Suite 3D, Landmark Square, 64 Earth Close, George Town, Grand Cayman, Cayman Islands, KY1-1206, and its
telephone number is (345) 938-0293.

S-1
Table of Contents
The Offering

Issuer
Noble Holding International Limited.

Notes Offered
$250 million aggregate principal amount of 4.000% Senior Notes due 2018.

$450 million aggregate principal amount of 5.950% Senior Notes due 2025.

$400 million aggregate principal amount of 6.950% Senior Notes due 2045.

Maturity Date
The 2018 notes will mature on March 16, 2018, unless earlier redeemed.

The 2025 notes will mature on April 1, 2025, unless earlier redeemed.

The 2045 notes will mature on April 1, 2045, unless earlier redeemed.

Interest Rate
The 2018 notes will bear interest at 4.000% per annum.

The 2025 notes will bear interest at 5.950% per annum.

The 2045 notes will bear interest at 6.950% per annum.

The notes will accrue interest from March 16, 2015.

Interest Rate Adjustment
The interest rate payable on each series of the notes will be subject to adjustment from
time to time if either Moody's or S&P (as defined herein) (or, in each case, a substitute
rating agency therefor), or both, downgrades the debt rating applicable to the notes. See
"Description of the Notes--Interest Rate Adjustment."

Interest Payment Dates
2018 notes: March 16 and September 16 of each year, beginning on September 16, 2015.

2025 notes: April 1 and October 1 of each year, beginning on October 1, 2015.

2045 notes: April 1 and October 1 of each year, beginning on October 1, 2015.

Guarantee
The due and punctual payment of the principal of, premium, if any, interest on and all other
amounts due under the notes will be guaranteed by Noble-Cayman.

Optional Redemption
NHIL will have the option to redeem the notes of each series, at any time or from time to
time, in whole or in part and on any date before maturity, at a price equal to 100% of the
principal amount of notes of the series being redeemed plus (1) accrued interest to the
redemption date and (2) a make-whole premium, if any. See "Description of the Notes--
Optional Redemption" in this prospectus supplement.

At any time on or after January 1, 2025 with respect to the 2025 notes (three months prior
to the maturity date of such notes) or October 1, 2044 with respect to the 2045 notes (six
months prior to the maturity date of such notes), we may redeem some or all of the notes of

the applicable series, at a redemption price equal to 100% of the principal amount of the
notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the
redemption date.

S-2
http://www.sec.gov/Archives/edgar/data/1169055/000119312515089376/d879869d424b5.htm[3/12/2015 4:55:21 PM]

424B5
Table of Contents
Ranking
The notes will:

· be NHIL's general unsecured senior obligations;

· rank equally with all of NHIL's existing and future unsecured senior indebtedness;

· be effectively subordinated to any of NHIL's future secured indebtedness, to the extent

of the value of the collateral securing such indebtedness;

· be effectively subordinated to all existing and future indebtedness of NHIL's

subsidiaries; and

· rank senior to any of NHIL's future subordinated indebtedness.

The due and punctual payment of the principal of, premium, if any, interest on and all other
amounts due under the notes will be fully and unconditionally guaranteed by Noble-
Cayman. The guarantee will (a) be a general unsecured senior obligation of Noble-
Cayman, (b) rank equally with all existing and future unsecured senior indebtedness of
Noble-Cayman and to other guarantees of Noble-Cayman that are senior unsecured
obligations and (c) be effectively subordinated to any future secured indebtedness of
Noble-Cayman, to the extent of the value of the collateral securing such indebtedness, and
to all existing and future indebtedness of Noble-Cayman's subsidiaries (other than NHIL).

As of March 1, 2015, Noble-Cayman and its subsidiaries, including NHIL and its
subsidiaries, had approximately $3.7 billion of unsecured long-term senior notes (including
current maturities) outstanding.

In addition, Noble-Cayman and Noble International Finance Company ("NIFCO") are
borrowers under a five-year $2.445 billion senior unsecured revolving credit facility and a
$225 million 364-day senior unsecured revolving credit facility (together, the "revolving
credit facilities"). The unused capacity of the revolving credit facilities backstop Noble-
Cayman's $2.4 billion commercial paper program. NHIL and Noble Holding (U.S.)
Corporation ("NHC") have guaranteed any borrowings outstanding under the revolving
credit facilities and the commercial paper program. As of March 1, 2015, there was an
aggregate of $812 million of borrowings outstanding under the revolving credit facilities
and $399 million of borrowings outstanding under the commercial paper program.

See "Description of Certain Other Indebtedness" in this prospectus supplement.

Certain Covenants
The indenture that will govern the notes will contain covenants that, among other things,
will limit the ability of Noble-Cayman and its subsidiaries, including NHIL, to:

· create certain liens;

S-3
Table of Contents

· engage in certain sale and lease-back transactions; and

· amalgamate, merge, consolidate and sell assets.

These covenants have various exceptions and qualifications, which are described under
"Description of the Notes--Certain Covenants" in this prospectus supplement.

Future Issuances
Initially, the 2018 notes will be limited to $250 million in aggregate principal amount, the
2025 notes will be limited to $450 million in aggregate principal amount and the 2045
notes will be limited to $400 million in aggregate principal amount. NHIL may, however,
"reopen" any series of notes and issue an unlimited amount of additional notes of that series
in the future.

http://www.sec.gov/Archives/edgar/data/1169055/000119312515089376/d879869d424b5.htm[3/12/2015 4:55:21 PM]

424B5
Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $1.083 billion,
after deducting underwriting discounts and estimated offering expenses. NHIL intends to
transfer the net proceeds to Noble-Cayman as advances, distributions, repayment of
outstanding intercompany indebtedness or a combination of these. Noble-Cayman intends
to use the net proceeds to repay indebtedness outstanding under its revolving credit
facilities and commercial paper program. See "Use of Proceeds" in this prospectus
supplement.

Absence of a Public Market for the Notes
Each series of the notes will be a new issue of securities for which there is currently no
market. We cannot provide any assurance about:

· the presence or the liquidity of any trading market for the notes;

· your ability to sell notes that you purchase at a particular time;

· the prices at which you will be able to sell your notes; or

· the level of liquidity of the trading market for the notes.

Future trading prices of the notes will depend upon many factors, including:

· our operating performance and financial condition;

· the interest of securities dealers in making a market and the number of available

buyers;

· the market for similar securities; and

· prevailing interest rates.

Although the underwriters have advised us that they intend to make a market in the notes,
they are not obligated to do so. The underwriters may discontinue any market-making in
the notes at any time in their sole discretion. NHIL does not intend to apply for listing of
the notes on any national securities exchange.

S-4
Table of Contents
Risk Factors
We urge you to consider carefully the risks described under "Risk Factors," beginning on
page S-8 of this prospectus supplement, on page 2 of the accompanying prospectus and
elsewhere in the documents incorporated by reference, before purchasing the notes.

Conflicts of Interest
We intend to use at least 5% of the net proceeds of this offering to repay indebtedness
owed by us to certain affiliates of the underwriters who are lenders under our revolving
credit facilities. See "Use of Proceeds" in this prospectus supplement. Accordingly, this
offering is being made in compliance with the requirements of Rule 5121 of the Financial
Industry Regulatory Authority Inc. Pursuant to Rule 5121, the appointment of a "qualified
independent underwriter" is not necessary in connection with this offering, as the offering
is of a class of securities that are investment grade rated.

S-5
Table of Contents
Noble-Cayman Summary Historical Financial Data
The following table shows summary historical financial data for Noble-Cayman as of and for the periods indicated. The summary historical
financial data as of December 31, 2013 and 2014 and for the years ended December 31, 2012, 2013 and 2014 are derived from Noble-Cayman's
audited financial statements and accompanying notes thereto incorporated by reference into this prospectus.
Consolidating financial information regarding NHIL is included in Noble-Cayman's Annual Report on Form 10-K for the year ended
http://www.sec.gov/Archives/edgar/data/1169055/000119312515089376/d879869d424b5.htm[3/12/2015 4:55:21 PM]

424B5
December 31, 2014, which is incorporated by reference into this prospectus supplement.
The summary historical financial data is qualified by reference to, and should be read in conjunction with Noble-Cayman's consolidated
financial statements and accompanying notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of
Operations," each included in Noble-Cayman's Annual Report on Form 10-K for the year ended December 31, 2014, which is incorporated by
reference into this prospectus supplement. See "Incorporation of Certain Information by Reference" in this prospectus supplement and "Where You
Can Find More Information" in the accompanying prospectus.

Year Ended December 31,

2012

2013

2014

(in thousands)

STATEMENT OF INCOME DATA (1)

Operating revenues

$ 2,200,699
$ 2,538,143
$ 3,232,504
Net income attributable to Noble-Cayman

580,923

867,814

124,228
BALANCE SHEET DATA (at end of period)

Cash and cash equivalents (2)

$
277,375
$
110,382
$
65,780
Property and equipment, net

12,996,629
14,528,672
12,086,151
Total assets

14,570,426
16,181,514
13,190,239
Long-term debt

4,634,375
5,556,251
4,869,020
Total debt (3)

4,634,375
5,556,251
4,869,020
Shareholder equity

7,765,958
8,428,039
6,496,478
OTHER DATA

Net cash provided by operating activities

$ 1,420,627
$ 1,768,630
$ 1,871,916
New construction and capital expenditures

1,667,477
2,485,617
2,072,751

(1)
All periods presented have been recast to reflect the spin-off of Paragon Offshore plc as discontinued operations.
(2)
Consists of cash and cash equivalents as reported on our consolidated balance sheets under current assets.
(3)
Consists of long-term debt and current portion of long-term debt.

S-6
Table of Contents
Ratio of Earnings to Fixed Charges
The following table sets forth our historical ratio of earnings to fixed charges for the periods indicated and on a pro forma basis for the year
ended December 31, 2014.

Historical

Pro Forma (2)

Year Ended December 31,

Year Ended
December 31,

2010
2011
2012
2013
2014
2014

Ratio of earnings to fixed charges (1)
3.7x 2.0x 3.1x 3.6x 1.3x
1.0x

(1)
For the purpose of calculating the ratio of earnings to fixed charges, "earnings" is determined by adding "total fixed charges" (excluding
interest capitalized), non-controlling interest in net income (or reduction for non-controlling interest in net loss) and amortization of interest
capitalized to income from continuing operations after eliminating equity in undistributed earnings and adding back losses of companies in
which at least 20 percent but less than 50 percent equity is owned. For this purpose, "total fixed charges" consists of (1) interest on all
indebtedness and amortization of debt discount and expense, (2) interest capitalized and (3) an interest factor attributable to rentals.
(2)
Gives effect to the offering of the notes and the use of proceeds therefrom to repay borrowings outstanding under Noble-Cayman's revolving
credit facilities and commercial paper program as described under "Use of Proceeds."

S-7
Table of Contents
RISK FACTORS
You should carefully consider the following risk factors, in addition to the other information contained in this prospectus supplement, the
accompanying prospectus and the periodic reports of Noble-Cayman that are incorporated by reference into this prospectus supplement,
http://www.sec.gov/Archives/edgar/data/1169055/000119312515089376/d879869d424b5.htm[3/12/2015 4:55:21 PM]

424B5
including the information set forth in Part I, Item 1A, "Risk Factors," of Noble-Cayman's Annual Report on Form 10-K for the year ended
December 31, 2014, before purchasing any notes offered hereby.
Risks Relating to the Notes
There is no established trading market for the notes of any series, and therefore there are uncertainties regarding the price and terms on which
a holder could dispose of the notes, if at all.
Each series of the notes will constitute a new issue of securities with no established trading market. We have not applied and do not intend to
apply to list the notes on any national securities exchange or inter-dealer quotation system. The underwriters have advised us that they intend to
make a market in the notes, but they are not obligated to do so. The underwriters may discontinue any market-making in the notes at any time, in
their sole discretion. As a result, we are unable to assure you as to the presence or the liquidity of any trading market for the notes of any series.
We cannot assure you that you will be able to sell your notes at a particular time or that the prices that you receive if and when you sell will
be favorable. We also cannot assure you as to the level of liquidity of the trading market for the notes. Future trading prices of the notes will
depend on many factors, including:

· our operating performance and financial condition;

· the interest of securities dealers in making a market and the number of available buyers;

· the market for similar securities; and

· prevailing interest rates.
You should not purchase the notes unless you understand, and know you can bear, all of the investment risks involving the notes.
The notes are obligations exclusively of NHIL, as issuer, and Noble-Cayman, as guarantor, and not of any of their respective subsidiaries, and
payments to holders of the notes will be effectively subordinated to the claims of such other subsidiaries' creditors.
The notes are obligations exclusively of NHIL, as issuer, and Noble-Cayman, as guarantor of payment of the notes, and not of any of their
respective subsidiaries. We conduct our operations primarily through our subsidiaries, and our subsidiaries generate substantially all of our
operating income and cash flow. As a result, distributions or advances from our subsidiaries are important sources of funds to meet our debt-
service obligations. Contractual provisions or laws, as well as our subsidiaries' financial condition and operating requirements, may limit our
ability to obtain from our subsidiaries cash that we need to pay our debt-service obligations, including payments on the notes. Our subsidiaries
will be permitted under the terms of the indenture governing the notes to incur additional indebtedness that may restrict or prohibit the making of
distributions, the payment of dividends or the making of loans by such subsidiaries to us. We cannot assure you that the agreements governing the
current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to
fund payments on the notes when due.
Our right to receive any assets of any of our subsidiaries upon their liquidation or reorganization, and, therefore, the right of the holders of the
notes to participate in those assets, will be structurally subordinated to all indebtedness and other liabilities of such subsidiaries. As a result,
holders of the notes have a junior position to the claims of creditors of such subsidiaries on their assets and earnings.

S-8
Table of Contents
As of March 1, 2015, there was an aggregate of $812 million of borrowings outstanding under the revolving credit facilities (under which
NIFCO, a subsidiary of Noble-Cayman, is also a borrower) and $399 million of borrowings outstanding under the commercial paper program. The
revolving credit facilities and the commercial paper program are guaranteed by NHIL and NHC, subsidiaries of Noble-Cayman. As of March 1,
2015, Noble-Cayman and its subsidiaries, including NHIL and its subsidiaries, had approximately $3.7 billion of unsecured long-term senior notes
(including current maturities) outstanding. Of this amount, both Noble-Cayman and NHIL are obligated as issuers or guarantors on $3.5 billion of
senior unsecured notes and certain subsidiaries of Noble-Cayman other than NHIL are obligated as issuers or guarantors on $202 million of senior
unsecured notes. As a result, the notes offered hereby will be effectively subordinated to the obligations of certain subsidiaries of Noble-Cayman
other than NHIL on $202 million of indebtedness under senior unsecured notes, to the obligations of NIFCO under the revolving credit facilities, to
the guarantee obligations of NHC on any amounts outstanding under the revolving credit facilities and the commercial paper program and to any
secured indebtedness, to the extent of the value of the collateral securing such indebtedness (as described in the risk factor immediately below).
Payments on the notes, including under the guarantee, will be effectively subordinated to claims of secured creditors.
The notes represent unsecured obligations of NHIL. Accordingly, any secured creditor of NHIL or any subsidiary of NHIL will have claims
that are superior to the claims of holders of the notes to the extent of the value of the collateral securing that other indebtedness. Similarly, the
guarantee of the notes will effectively rank junior to any secured debt of Noble-Cayman, as the guarantor, or any of its subsidiaries, to the extent of
http://www.sec.gov/Archives/edgar/data/1169055/000119312515089376/d879869d424b5.htm[3/12/2015 4:55:21 PM]

Document Outline

#1">
- #1">