Obligation Noble Corp 7.75% ( US65504LAP22 ) en USD

Noble Corp

1.25 % ⇌

Etas-Unis

US65504LAP22 ( en USD )

7.75% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

15/01/2024 - Obligation échue

Prospectus brochure de l'obligation Noble Corp US65504LAP22 en USD 7.75%, échue

2 000 USD

1 000 000 000 USD

65504LAP2

L'Obligation émise par Noble Corp ( Etas-Unis ) , en USD, avec le code ISIN US65504LAP22, paye un coupon de 7.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2024

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424B5 1 d266360d424b5.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)
7.750% Senior Notes due 2024

$1,000,000,000
$115,900
Guarantee of 2024 Notes(2)

--

--
Total

$1,000,000,000
$115,900

(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 )

N oble H olding I nt e rna t iona l Lim it e d
$1,000,000,000 7.750% Senior Notes due 2024
Unconditionally Guaranteed by
Noble Corporation

We are offering $1,000,000,000 aggregate principal amount of 7.750% senior notes due 2024 (the "notes").
We will pay interest on the notes on January 15 and July 15 of each year, beginning on July 15, 2017. The notes will mature
on January 15, 2024.
We may redeem some or all of the notes at any time or from time to time at the redemption prices calculated as described in
this prospectus supplement. If we undergo certain change of control transactions and a ratings downgrade, we must offer to
purchase the notes. See "Description of the Notes--Change of Control Repurchase Event." 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 denominations of $2,000 and integral multiples of $1,000 in excess thereof. The
notes will not be listed on any securities exchange.
Se e "Risk Fa c t ors " be ginning on pa ge S -1 1 of t his prospe c t us supple m e nt , on pa ge 2 of t he
a c c om pa nying prospe c t us a nd e lse w he re in t he doc um e nt s inc orpora t e d by re fe re nc e he re in t o re a d a bout
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im port a nt risk fa c t ors you should c onside r be fore inve st ing in t he not e s.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or
disa pprove d of t he se se c urit ie s or pa sse d upon t he a c c ura c y or a de qua c y of t his prospe c t us supple m e nt or
t he a c c om pa nying prospe c t us. Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

Proc e e ds,
U nde rw rit ing
Be fore

Pric e t o Public

Disc ount (1 )

Ex pe nse s
Per note

98.010%

1.000%

97.010%
Total

$980,100,000

$10,000,000

$970,100,000

(1)
For additional underwriting compensation information see "Underwriting."
The initial price to public per note set forth above does not include accrued interest, if any. Interest on the notes will accrue
from December 28, 2016 and must be paid by the purchasers if the notes are delivered after December 28, 2016.
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 December 28, 2016.

Joint Book-Running Managers
Cre dit Suisse
Ba rc la ys

Cit igroup

DN B M a rk e t s

H SBC
J .P. M orga n

SunT rust Robinson H um phre y
We lls Fa rgo Se c urit ie s

Senior Co-Managers
BN P PARI BAS

M izuho Se c urit ie s
Co-Managers
SM BC N ik k o

St a nda rd Cha rt e re d Ba nk
Prospectus Supplement dated December 14, 2016.
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-11
USE OF PROCEEDS
S-32
CAPITALIZATION
S-33
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS
S-35
DESCRIPTION OF THE NOTES
S-37
CERTAIN ERISA CONSIDERATIONS
S-53
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-54
CAYMAN ISLANDS TAX CONSIDERATIONS
S-60
UNDERWRITING
S-61
LEGAL MATTERS
S-65
EXPERTS
S-65
Prospectus

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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
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.

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S-ii
Table of Contents
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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, 2015;

· Noble-Cayman's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016; and

· Noble-Cayman's Current Reports on Form 8-K filed on March 3, 2016 (only with respect to the information disclosed under the caption

"Downgrade in Credit Rating" under Item 8.01), May 10, 2016, (excluding Item 7.01 and Exhibit 99.1), May 16, 2016 and May 18, 2016
and Noble-UK's Current Report on Form 8-K filed on December 12, 2016.
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,
impairments, repayment of debt, credit ratings, borrowings under our credit facility or other instruments, sources of funds, 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, 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 or results of acquisitions or dispositions, timing for compliance with any new regulations and use of 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
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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, the accompanying prospectus 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
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.
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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 14 jackups, six drillships and five semisubmersibles.
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 through Noble-Cayman and its subsidiaries.
Noble-Cayman performs, through its subsidiaries, including NHIL, contract drilling services with a fleet of 30 offshore drilling units
located worldwide, including 16 semisubmersibles and drillships, and 14 jackups.
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.
Executive Overview
Noble-UK's and Noble-Cayman's financial and operating results from continuing operations for the nine months ended September 30,
2016 included:

· operating revenues totaling $1.9 billion, a decrease from $2.5 billion for the nine months ended September 30, 2015;

· net cash from operating activities totaling $1.0 billion, a decrease from $1.25 billion for the nine months ended September 30, 2015;

and

S-1
Table of Contents
· a decrease in debt to 35 percent of total capitalization at September 30, 2016, down from 38 percent at the end of 2015 as a result of

the repayment of a series of maturing notes in March 2016.
The business environment for offshore drillers during 2016 remained challenging. A rig supply imbalance has expanded throughout the
year, due primarily to reduced offshore spending by customers, leaving a growing number of rigs without follow-on drilling programs as
current contracts expired. In addition, newbuild rigs ordered prior to the decline in industry activity continue to exit shipyards, adding to the
supply imbalance. Our customers have adopted a cautious approach to offshore spending as crude oil prices experienced a significant decline
beginning in mid-2014 and continuing to the present, with the price of Brent crude declining from approximately $112 per barrel on June 30,
2014 to as low as $30 per barrel in January 2016, before improving to $55 per barrel on December 12, 2016. We expect that the offshore
drilling programs of operators will remain curtailed, especially exploration activity, until higher, sustainable crude oil prices are achieved.
Until then, further deterioration in rig utilization and dayrates is possible.
We expect that the business environment for 2017 will remain challenging and could potentially deteriorate further. The present subdued
level of global economic activity, a lack of confidence as to the viability and length of recent reductions in production agreed to by the
Organization of Petroleum Exporting Countries ("OPEC"), the incremental production capacity in non-OPEC countries, including the U.S.,
and the Brexit vote in the UK are contributing to an uncertain oil price environment, leading to a persistent disruption in our customers'
exploration and production spending plans. However, the production limits recently agreed to by OPEC could help to establish support for
crude price sustainability into 2017. In general, recent contract awards have been short-term in nature and subject to an extremely competitive
bidding process. As a result, the contracts have been for dayrates that are substantially lower than rates were for the same class of rigs before
this period of imbalance. We cannot give any assurances as to when conditions in the offshore drilling market will improve, or when the
oversupply of available drilling rigs will end. While current market conditions persist, we will continue to focus on operating efficiency, cost
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control and managing liquidity and could stack or retire additional drilling rigs.
We believe in the long-term fundamentals for the industry, especially for those contractors with a modern fleet of high-specification rigs
like ours. We expect the persistent rig supply imbalance to improve over time, with the combination of further fleet attrition and a rebound in
offshore spending by our customers. Also, we believe the ultimate market recovery will benefit from any sustained under-investment by
customers during this current phase of the market cycle.
While we cannot predict the future level of demand or dayrates for our services, or future conditions in the offshore contract drilling
industry, we believe we are strategically well positioned.
Business Strategy
Our goal is to be the preferred offshore drilling contractor for the oil and gas industry based upon the following core principles:

· operate in a manner that provides a safe working environment for our employees while protecting the environment and our assets;

· provide an attractive investment vehicle; and

· deliver superior customer service through a diverse and technically advanced fleet operated by proficient crews.

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Table of Contents
Our business strategy focuses on deepwater drilling and high-specification jackup capabilities and the deployment of our drilling rigs in
important oil and gas basins around the world.
Over the past five years, we have expanded our offshore deepwater drilling and high-specification jackup capabilities through the
construction of rigs. We took delivery of our remaining newbuild project, the heavy-duty, harsh environment jackup, Noble Lloyd Noble, on
July 15, 2016. The Noble Lloyd Noble has recently commenced operations under a four-year contract in the North Sea. Although we plan to
focus on capital preservation and liquidity based on current market conditions, we also plan to continue to evaluate opportunities as they arise
from time to time to enhance our fleet, particularly focusing on higher specification rigs, to execute the increasingly more complex drilling
programs required by our customers.
Recent Developments
Amendments to Shell Contracts. Effective as of December 2, 2016, Noble-UK and certain subsidiaries of Royal Dutch Shell plc
("Shell") amended their existing long-term contracts on three ultra-deepwater drillships. The contract amendments pertain to the Noble Bully
II, Noble Globetrotter I and Noble Globetrotter II, which are operating under 10-year term contracts that commenced in April 2012, July 2012
and September 2013, respectively. All three of these drilling units are part of the Noble-Cayman fleet. The two Globetrotter units are part of
the NHIL fleet.
Under the agreements, dayrates for each rig are determined by taking the higher of (1) a newly established minimum dayrate, (or floor),
or (2) the dayrate adjustment mechanism originally included in the contract. The contract amendments for the Noble Globetrotter I and Noble
Globetrotter II provide for a dayrate floor of $275,000 per day, representing a minimum market rate if the dayrate adjustment mechanisms for
these two rig contracts stay below that level. Similarly, the Noble Bully II contract contains a floor dayrate of $200,000 per day plus daily
operating expenses.
Additionally, Shell was granted and has exercised the right to idle the Noble Globetrotter II for a period of up to 730 days, which is
expected to occur in January 2017. During the idle period, a negotiated rate of $185,000 per day will be paid. Shell was also granted and is
expected to exercise the right to idle the Noble Bully II for a period of up to 365 days, commencing no later than May 2017. During this idle
period, a negotiated rate of $200,000 per day will be paid. The Noble Bully II is part of a 50/50 joint-venture with Shell. Noble will be
responsible for operating expenses and has discretion over each rig's operating costs throughout the idle period, with the flexibility to reduce
costs over the anticipated period. If warm stacked during the negotiated idle periods, Noble expects daily operational cost reductions on each
rig of at least $100,000 per day, with additional cost reductions expected should Noble elect to cold stack the units. In addition, Noble can
enter into contracts with third parties for the Noble Globetrotter II and the Noble Bully II during the idle periods. Noble would retain any
revenue received from such third party contracts. Other than the new dayrate floor, no changes were made to the Noble Globetrotter I
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dayrates.
The dayrate adjustment mechanism, which begins on the five-year anniversary of each of the three contracts, employs a discount to an
average of market rates experienced over a defined period for a basket of rigs that match a set of distinct technical attributes, with adjustments
every six months thereafter until the completion of the 10-year primary terms. The primary term of the drilling contracts of for each of the
drillships is unchanged, with contracts expected to conclude in April 2022, July 2022 and September 2023, respectively.

S-3
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Internal Restructuring. To improve efficiency and reduce costs, Noble-UK intends to complete a restructuring of certain of its
subsidiaries in early 2017. In general, in the restructuring, (i) Noble-UK will form a new subsidiary and transfer Noble-Cayman and its
subsidiaries to the new subsidiary and (ii) NHIL will restructure certain of its assets and subsidiaries. However, immediately after the
restructuring, each of Noble-Cayman and NHIL will continue to own directly or indirectly the assets it currently holds directly or indirectly,
and neither Noble-Cayman nor NHIL will increase their net direct and indirect liabilities.
Tender Offers. On December 13, 2016, NHIL commenced certain tender offers (the "Tender Offers") to purchase for cash, subject to
certain conditions, up to $750 million (the "Maximum Purchase Amount") aggregate purchase price, excluding accrued interest, of NHIL's
4.90% Senior Notes due 2020 (the "2020 Notes"), 4.625% Senior Notes due 2021 (the "2021 Notes") and 3.95% Senior Notes due 2022 (the
"2022 Notes" and, together with the 2020 Notes and the 2021 Notes, the "Target Notes"). The Tender Offers are subject to a $300 million cap
with respect to the 2020 Notes (the "Cap") and are conditioned upon the completion of this offering for gross proceeds of at least $750 million.
Subject to the Maximum Purchase Amount and the Cap, the aggregate purchase price of a series of Target Notes that is purchased in the
Tender Offers will be based on the order of priority (the "Acceptance Priority Level") assigned to such series of Target Notes. The 2020 Notes
will be assigned an Acceptance Priority Level of 1 (the highest Acceptance Priority Level), the 2022 Notes will be assigned an Acceptance
Priority Level of 2 and the 2021 Notes will be assigned an Acceptance Priority Level of 3 (the lowest Acceptance Priority Level).
We expect that the total consideration for each series of Target Notes will include a premium (the "Early Tender Premium") for each
$1,000 principal amount of notes that are tendered prior to an early tender deadline. Holders that validly tender Target Notes subsequent to the
early tender deadline but prior to the expiration date of the Tender Offers will not receive the Early Tender Premium.
Each Tender Offer may be amended, extended or terminated individually. The Tender Offers are being made pursuant to an Offer to
Purchase. This prospectus supplement is not an offer to purchase or a solicitation of an offer to sell any of the Target Notes, and the Tender
Offers are not offers to sell or solicitations of offers to purchase the notes. The Tender Offers are conditioned on, among other things, the
consummation of this offering. This offering, however, is not conditioned on the consummation of the Tender Offers or the tender of any
specified amount of 2020 Notes, 2021 Notes or 2022 Notes. There can be no assurance as to the amount of Target Notes that will be tendered
in the Tender Offers or that we will consummate the Tender Offers, which are subject to market conditions and other factors.
Credit Ratings. In February 2016, as a result of a reduction in Noble-UK's debt rating below investment grade by Moody's Investors
Service, the interest rates on our Senior Notes due 2018, Senior Notes due 2025 and Senior Notes due 2045 were increased 1.00% each to
5.00%, 6.95% and 7.95%, respectively, effective the first day of each interest period after which the downgrade occurred. As a result of an
additional downgrade by S&P Global Ratings in July 2016, the interest rates on these Senior Notes were further increased by 0.25% each to
5.25%, 7.20% and 8.20%, respectively, with the interest rate increase taking effect during the third quarter for the Senior Notes due 2018 and
during the fourth quarter for the Senior Notes due 2025 and the Senior Notes due 2045. On December 13, 2016, S&P Global Ratings
downgraded Noble-UK's debt rating by two notches to BB- with a negative outlook. As a result, the interest rates on our Senior Notes due
2018, Senior Notes due 2025 and Senior Notes due 2045 will increase to 5.75%, 7.70% and 8.70%, respectively, beginning with the first day
of the next interest period. Our revolving credit facility has a provision which changes the applicable interest rate based upon our credit
ratings, and these reduced credit ratings increase our interest expense for borrowings under our revolving credit facility. These reduced credit
ratings could potentially reduce our access to additional liquidity.

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424B5
THE OFFERING

Issuer
Noble Holding International Limited.

Notes Offered
$1.0 billion aggregate principal amount of 7.750% Senior Notes due 2024.

Maturity Date
The notes will mature on January 15, 2024, unless earlier redeemed.

Interest Rate
The notes will bear interest at 7.750% per annum.

The notes will accrue interest from December 28, 2016.

Interest Payment Dates
January 15 and July 15 of each year, beginning on July 15, 2017.

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, at any time or from time to time, in
whole or in part and on any date before maturity. The redemption price for the notes to
be redeemed at any time on or after October 15, 2023 (three months prior to the
maturity date) will be equal to 100% of the principal amount of notes being redeemed
plus accrued interest to the redemption date. The redemption price for the notes to be
redeemed at any time prior to October 15, 2023 will be equal to 100% of the principal
amount of notes 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.

Change of Control Repurchase Event
Upon a Change of Control Repurchase Event (as defined below), we will be required to
make an offer to repurchase all outstanding notes at a price in cash equal to 101% of the
aggregate principal amount of the notes repurchased, plus any accrued and unpaid
interest to the repurchase date. See "Description of the Notes--Change of Control
Repurchase Event."

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.

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The due and punctual payment of the principal of, premium, if any, interest on and all
other amounts due under the notes will be fully and unconditionally guaranteed by
Noble-Cayman. The guarantee will (1) be a general unsecured senior obligation of
Noble-Cayman, (2) 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 (3) be effectively subordinated to any future secured
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424B5
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 December 9, 2016, Noble-Cayman and its subsidiaries, including NHIL and its

subsidiaries, had approximately $4.2 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 $2.4 billion senior unsecured revolving credit facility (the
"revolving credit facility"). NHIL and Noble Holding (U.S.) Corporation ("NHC") have

guaranteed any borrowings outstanding under the revolving credit facility. As of
December 9, 2016, there were no borrowings outstanding under the revolving credit
facility.

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;

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

· amalgamate, merge, consolidate, sell assets and undergo a change of control.

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 notes will be limited to $1.0 billion in aggregate principal amount. NHIL
may, however, "reopen" the notes and issue an unlimited amount of additional notes in
the future.

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately
$967.6 million, after deducting underwriting discounts and estimated offering expenses.
NHIL intends to use the net proceeds, together with cash on hand, to pay the purchase
price and accrued interest (together with fees and expenses) in the Tender

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Offers, and any remaining proceeds will be used for general corporate purposes, which
may include the further retirement of debt, including the purchase of debt in open

market or privately negotiated transactions. See "Use of Proceeds" in this prospectus
supplement.

Absence of a Public Market for the Notes
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.

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Document Outline

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