NBLWF Noble Corporation PLC (PK)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 4, 2024

Noble Corporation plc

(Exact name of registrant as specified in its charter)

 

England and Wales		001-41520		98-1644664
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

13135 Dairy Ashford, Suite 800, Sugar Land, Texas		77478
(Address of Principal Executive Offices)		(Zip Code)

 

(281) 276-6100

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class		Trading Symbols		Name of each exchange on which registered
A Ordinary Shares, par value $0.00001 per share		NE		New York Stock Exchange
Tranche 1 Warrants of Noble Corporation plc		NE WS		New York Stock Exchange
Tranche 2 Warrants of Noble Corporation plc		NE WSA		New York Stock Exchange

 

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

Emerging growth company   ☐

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

Explanatory Note

On September 4, 2024, Noble Corporation plc, a public limited company organized under the laws of England and Wales (“Noble”), filed with the U.S. Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other events, the completion of Noble’s acquisition of Diamond Offshore Drilling, Inc. a Delaware corporation (“Diamond” and such acquisition, the “Acquisition”), pursuant to the Agreement and Plan of Merger, dated as of June 9, 2024, by and among Noble, Dolphin Merger Sub 1, Inc., a Delaware corporation and indirect wholly owned subsidiary of Noble, Dolphin Merger Sub 2, Inc., a Delaware corporation and indirect wholly owned subsidiary of Noble, and Diamond.

This Current Report on Form 8-K/A amends the Original Form 8-K to include (i) the financial statements of Diamond required by Item 9.01(a) of Form 8-K and (ii) the pro forma financial information of Noble required by Item 9.01(b) of Form 8-K. Noble had previously indicated in the Original Form 8-K that such financial statements and pro forma financial information would be provided no later than 71 days from the date on which the Original Form 8-K was required to be filed. No other changes to the Original Form 8-K are being made hereby.

Item 9.01

Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired.

The audited consolidated financial statements of Diamond as of December 31, 2023 and 2022 and for each of the years ended December 31, 2023, 2022, and 2021 are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

The unaudited consolidated financial statements of Diamond as of June 30, 2024, and for the six months ended June 30, 2024 and 2023 are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

(b)

Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of Noble as of June 30, 2024, and the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2024, and the twelve months ended December 31, 2023, giving effect to the Acquisition, are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(d)

Exhibits.

Exhibit No.		Description
23.1		Consent of Deloitte & Touche LLP.
99.1		Audited consolidated financial statements of Diamond Offshore Drilling, Inc. as of December 31, 2023 and 2022 and for each of the two years in the periods ended December 31, 2023 and December 31, 2022, for the period from April 24, 2021 to December 31, 2021, and for the period from January 1, 2021 to April 23, 2021 (incorporated by reference to Part II, Item 8 of the Annual Report on Form 10-K of Diamond Offshore Drilling, Inc. (File No. 001-13926), filed with the SEC on February 28, 2024).
99.2		Unaudited consolidated financial statements of Diamond Offshore Drilling, Inc. as of June 30, 2024 and for the six months ended June 30, 2024 and 2023 (incorporated by reference to Part I, Item 1 of the Quarterly Report on Form 10-Q of Diamond Offshore Drilling, Inc.(File No. 001-13926), filed with the SEC on August 7, 2024).
99.3		Unaudited pro forma condensed combined balance sheet of Noble Corporation plc as of June 30, 2024 and the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2024 and the twelve months ended December 31, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

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

 

Dated: November 12, 2024	NOBLE CORPORATION PLC
	By:	/s/ Jennie Howard
	Name:	Jennie Howard
	Title:	Senior Vice President, General Counsel and Corporate Secretary

 

 

 

 

 

 

 

EXHIBIT 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statement No. 333-267941 on Form S-3 and Registration Statement Nos. 333-267698, 333-279586, 333-283029, and 333-280726 on Form S-8 of Noble Corporation plc of our reports dated February 28, 2024, relating to the financial statements of Diamond Offshore Drilling, Inc., and the effectiveness of Diamond Offshore Drilling, Inc.’s internal control over financial reporting, appearing in this Current Report on Form 8-K dated November 12, 2024.

 

/s/ Deloitte & Touche LLP

 

Houston, Texas

November 12, 2024

 

 

 

 

EXHIBIT 99.3

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

On June 9, 2024, Noble Corporation plc (“Noble”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Diamond Offshore Drilling, Inc. (“Diamond”) and other indirect, wholly owned subsidiaries of Noble. Pursuant to the Merger Agreement, among other things, Diamond became through a number of steps an indirect wholly owned subsidiary of Noble (the “Merger”). The Merger was completed on September 4, 2024.

 

The Merger is accounted for as a business combination pursuant to Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), where Noble is the accounting acquirer.

 

The unaudited pro forma condensed combined financial statements of Noble and the accompanying footnotes (the “Pro Forma Financial Information”) reflect the impact of the Merger and has been prepared under the following assumptions:

 

·

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2024, and the twelve months ended December 31, 2023, assume that the Merger had occurred on January 1, 2023.

 

·

The unaudited pro forma condensed combined balance sheet as of June 30, 2024, assumes that the Merger had occurred on June 30, 2024.

 

The Pro Forma Financial Information does not represent what the actual consolidated results of operations or the consolidated financial position of Noble would have been had the Merger occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. The assumptions underlying the pro forma adjustments are described in the accompanying notes to these unaudited pro forma condensed combined financial statements. Adjustments are based on information available to management during the preparation of the Pro Forma Financial Information and assumptions that management believes are reasonable and supportable. The pro forma adjustments, which are described in the accompanying notes, are affected by the valuation of certain assets and liabilities and the allocation of the total purchase price which will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the closing of the Merger. Any final adjustment to the valuation could change the fair values assigned to the assets and liabilities, and it is possible the differences may be material.

 

The Pro Forma Financial Information should be read in conjunction with the following:

 

·

The audited consolidated financial statements and notes included in Noble’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2024.

 

·

The audited consolidated financial statements and notes included in Diamond’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024.

 

·

The unaudited condensed consolidated financial statements and notes included in Noble’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the SEC on August 1, 2024.

 

·

The unaudited condensed consolidated financial statements and notes included in Diamond’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the SEC on August 7, 2024.

 

·

The Merger Agreement, which is attached as Exhibit 2.1 to Noble’s Form 8-K, filed with the SEC on June 10, 2024.

 

Unaudited Pro Forma Condensed Combined Statement of Operations

Six Months Ended June 30, 2024

(in thousands, except per share amounts)

 

		Historical
		Noble				Diamond As Adjusted (Note 3)				Merger Transaction Accounting Adjustments (Note 4)					Pro Forma Combined
Operating revenues
Contract drilling services, revenue		$	1,273,135			$	498,999			$	—				$	1,772,134
Reimbursables and other			56,793				28,497				—					85,290
			1,329,928				527,496				—					1,857,424
Operating costs and expense
Contract drilling services, expense			725,721				344,955				—					1,070,676
Reimbursables			41,011				27,599				—					68,610
Depreciation and amortization			177,468				63,052				1,403		(A)			241,923
General and administrative			65,630				41,796				(2,173	)	(B)			105,253
Merger and integration costs			19,949				—				—					19,949
(Gain) loss on sale of operating assets, net			(17,357	)			—				—					(17,357	)
			1,012,422				477,402				(770	)				1,489,054
Operating income (loss)			317,506				50,094				770					368,370
Other income (expense)
Interest expense, net of amounts capitalized			(29,540	)			(30,407	)			(32,976	)	(C)			(92,923	)
Interest income and other, net			(12,918	)			5,492				—					(7,426	)
Income (loss) before income taxes			275,048				25,179				(32,206	)				268,021
Income tax benefit (provision)			15,441				(4,240	)			1,950		(D)			13,151
Net income (loss)		$	290,489			$	20,939			$	(30,256	)			$	281,172
Basic earnings (loss) per share		$	2.04			$	0.20								$	1.69		(I)
Diluted earnings (loss) per share		$	1.99			$	0.20								$	1.64		(I)
Weighted average shares outstanding
Basic			142,404				102,491									166,308		(I)
Diluted			145,614				104,927									171,630		(I)

 

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

 

 

 

Unaudited Pro Forma Condensed Combined Statement of Operations

Twelve Months Ended December 31, 2023

(in thousands, except per share amounts)

 

		Historical
		Noble				Diamond As Adjusted (Note 3)				Merger Transaction Accounting Adjustments (Note 4)					Pro Forma Combined
Operating revenues
Contract drilling services, revenue		$	2,461,715			$	983,983			$	28		(E)		$	3,445,726
Reimbursables and other			127,303				72,196				—					199,499
			2,589,018				1,056,179				28					3,645,225
Operating costs and expense
Contract drilling services, expense			1,452,281				752,811				—					2,205,092
Reimbursables			91,642				68,758				—					160,400
Depreciation and amortization			301,345				111,301				17,739		(A)			430,385
General and administrative			128,413				72,248				3,097		(B)			203,758
Merger and integration costs			60,335				—				18,905		(F)			104,406
											1,450		(G)
											23,716		(H)
Hurricane losses and (recoveries), net			(19,703	)			—				—					(19,703	)
			2,014,313				1,005,118				64,907					3,084,338
Operating income (loss)			574,705				51,061				(64,879	)				560,887
Other income (expense)
Interest expense, net of amounts capitalized			(59,139	)			(53,416	)			(53,795	)	(C)			(166,350	)
Gain (loss) on extinguishment of debt, net			(26,397	)			(6,529	)			—					(32,926	)
Interest income and other, net			18,069				(4,839	)			—					13,230
Gain on bargain purchase			5,005				—				—					5,005
Income (loss) before income taxes			512,243				(13,723	)			(118,674	)				379,846
Income tax benefit (provision)			(30,341	)			(30,983	)			(1,720	)	(D)			(63,044	)
Net income (loss)		$	481,902			$	(44,706	)		$	(120,394	)			$	316,802
Basic earnings (loss) per share		$	3.48			$	(0.44	)							$	1.95		(I)
Diluted earnings (loss) per share		$	3.32			$	(0.44	)							$	1.85		(I)
Weighted average shares outstanding
Basic			138,380				101,842									162,284		(I)
Diluted			145,197				101,842									171,213		(I)

 

 

 

 

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2024

(in thousands)

 

		Historical
		Noble				Diamond As Adjusted (Note 3)				Merger Transaction Accounting Adjustments (Note 4)						Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents		$	162,852			$	165,536			$	(610,286	)		(AA)		$	531,568
											813,998			(BB)
											(1,450	)		(CC)
											918			(DD)
Accounts receivable, net			637,034				220,668				—						857,702
Taxes receivable			67,577				—				—						67,577
Prepaid expenses and other current assets			119,402				72,165				(13,436	)		(EE)			177,213
											(918	)		(DD)
Assets held for sale			—				1,000				—						1,000
Total current assets			986,865				459,369				188,826						1,635,060
Intangible assets			4,356				—				—			(EE)			4,356
Property and equipment, at cost			4,853,998				1,480,975				673,574			(EE)			7,008,547
Accumulated depreciation			(640,185	)			(341,174	)			341,174			(EE)			(640,185	)
Property and equipment, net			4,213,813				1,139,802				1,014,748						6,368,363
Other assets			382,100				84,392				(11,821	)		(EE)			454,671
Total assets		$	5,587,134			$	1,683,563			$	1,191,753					$	8,462,450
Current liabilities
Accounts payable		$	340,161			$	44,294			$	23,716			(FF)		$	427,076
											18,905			(GG)
Accrued payroll and related costs			68,179				164,727				11,536			(FF)			244,442
Taxes payable			56,128				33,397				—						89,525
Interest payable			10,887				—				—						10,887
Other current liabilities			161,643				16,525				—						178,168
Total current liabilities			636,998				258,943				54,157						950,098
Long-term debt			622,051				534,480				813,998			(BB)			1,995,729
											25,200			(EE)
Deferred income taxes			7,772				19,831				119,270			(HH)			146,873
Noncurrent contract liabilities			2,241				—				27,663			(EE)			29,904
Other liabilities			333,070				198,963				(1,521	)					530,512
Total liabilities		$	1,602,132			$	1,012,217			$	1,038,767					$	3,653,116
Shareholders’ equity
Common stock			1				10				(9	)		(II)			2
Treasury stock			—				(9,810	)			9,810			(II)			—
Additional paid-in-capital			3,338,030				985,460				(105,522	)		(II)			4,217,968
Retained earnings (accumulated deficit)			643,918				(304,322	)			—			(EE)			588,311
											(1,450	)		(CC)
											(35,252	)		(FF)
											(18,905	)		(GG)
											304,322			(II)
Accumulated other comprehensive income (loss)			3,053				8				(8	)		(II)			3,053
Total shareholders' equity		$	3,985,002			$	671,346			$	152,986					$	4,809,334
Total liabilities and equity		$	5,587,134			$	1,683,563			$	1,191,753					$	8,462,450

 

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

 

 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Basis of Presentation

The Pro Forma Financial Information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using assumptions set forth in the notes herein. Article 11 permits presentation of reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Noble has elected not to present Management’s Adjustments and will only be presenting transaction accounting adjustments in the Pro Forma Financial Information.

The historical consolidated financial statements of Noble and Diamond were prepared in accordance with accounting policies generally accepted in the United States of America and shown in U.S. dollars.

Note 2. Accounting for the Merger with Diamond

Merger Agreement

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”):

(i)

Conversion of Diamond Common Stock (“Diamond Common Stock”): As part of the transaction, each issued and outstanding share of Diamond Common Stock immediately preceding the Effective Time was converted into a right to receive (i) 0.2316 shares of Noble (“Stock Exchange Ratio”), (ii) cash consideration of $5.65 per share and (iii) any cash in lieu of fractional Noble shares (collectively, the “Merger Consideration”).

(ii)

Conversion of Diamond Warrants (“Diamond Warrants” or “Warrants”): Each Diamond Warrant that was outstanding and unexercised as of immediately prior to Effective Time, was assumed by Noble and for 90 days after the Effective Time, these Warrants will continue to remain outstanding and be exercisable for the same Merger Consideration as if they had been exercised in full right before the Merger. The exercise price of the Warrants significantly exceeds the value of the underlying shares, thus the fair market value of the Warrants is estimated to be de minimis.

(iii)

Conversion of Diamond Restricted Stock Units (“RSU” or “Diamond RSU”) Awards: At the Effective Time, each outstanding Diamond RSU Award ceased to represent a right to acquire shares of Diamond Common Stock (or value equivalent to shares of Diamond Common Stock) and was converted into the right to acquire a number of Noble shares rather than shares of Diamond Common Stock, calculated by multiplying the shares of Diamond Common Stock assigned to each RSU immediately prior to the Effective Time by the Equity Award Exchange Ratio (“Equity Award Exchange Ratio”), defined as the sum of the Stock Exchange Ratio and the cash consideration per share of Diamond Common Stock divided by the closing price of Noble shares on the New York Stock Exchange (“NYSE”) on the day before the Effective Time. Fractional shares resulting from this conversion were cashed out based on the closing price of Noble shares on the NYSE on the last trading day before the Effective Time.

(iv)

Conversion of Diamond Performance Share Units (“PSU” or “Diamond PSU”) Awards: At the Effective Time, each Diamond PSU outstanding ceased to represent a right to acquire shares of

Diamond Common Stock (or value equivalent to shares of Diamond Common Stock) and was converted into the right to acquire a number of Noble shares rather than shares of Diamond Common Stock but excluding any continued performance-based vesting requirements. The conversion into Noble shares was determined by the Equity Award Exchange Ratio, factoring in the actual performance level achieved by the PSU holder at the time of the Merger, whether it met the target level or exceeded it in accordance with the original PSU performance criteria. Similar to RSU Awards, fractional shares from this conversion were cashed out based on Noble's closing share price on the NYSE on the last trading day before the Effective Time.

Purchase Price Consideration

The following table presents the calculation of purchase price consideration (in thousands, except ratios and per share price):

Preliminary purchase price consideration

Total Diamond shares outstanding as of the Merger			103,213
Exchange Ratio as defined in the Merger Agreement			0.2316
Number of Noble shares to be issued			23,904
Noble share price (1)		$	35.88
Equity consideration for the conversion of Diamond shares outstanding		$	857,676
Fair value of replacement Diamond RSUs and PSUs attributable to the purchase price			22,263
Equity consideration		$	879,939
Total Diamond shares outstanding as of the Merger			103,213
Per Share Cash Consideration as defined in the Merger Agreement		$	5.65
		$	583,153
Cash paid to settle Diamond debt			309
Cash paid to settle contingent success fees			17,316
Cash paid for retention bonuses			4,422
Cash paid for short-term incentive plans			5,086
Cash consideration		$	610,286
Total preliminary purchase price consideration		$	1,490,225

 

(1)

The per unit price applied to shares of Diamond Common Stock issued and outstanding reflects the volume weighted-average price per share of Noble common stock as of September 4, 2024.

Allocation of Purchase Price Consideration to Assets Acquired and Liabilities Assumed

The allocation of the consideration, including any related tax effects, is preliminary and pending finalization of various estimates, inputs and analyses used in the valuation assessment of the specifically identifiable tangible and intangible assets acquired and liabilities assumed. Since the Pro Forma Financial Information has been prepared based on preliminary estimates of fair values attributable to the Merger, the actual amounts eventually recorded in accordance with the acquisition method of accounting may differ materially from the information presented.

ASC 805 requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. Any consideration transferred or paid in a business combination in excess of the fair value of the assets acquired and liabilities assumed should be recognized as goodwill. Management’s estimate as of the date of this Current Report on Form 8-K/A is that the fair value of the net assets and liabilities acquired equals purchase price.

 

The preliminary purchase price allocation is subject to change due to several factors, including, but not limited to:

 

•

changes in the estimated fair value of Diamond’s identifiable assets acquired and liabilities assumed, including the identifiable intangible assets and liabilities and measurement of deferred tax assets and liabilities, third-party appraisals, and other potential adjustments.

 

 

The allocation of the purchase price consideration is as follows (in thousands):

 

Purchase Price Allocation

 

		Estimated Fair Value
Total current assets		$	445,933
Property and equipment, net			2,154,550
Intangible assets			—
Other assets			72,571
Total assets acquired			2,673,054
Total current liabilities			258,943
Long-term debt			559,680
Deferred income taxes			139,101
Noncurrent contract liabilities			27,663
Other liabilities			197,442
Total liabilities assumed			1,182,829
Net assets acquired			1,490,225
Total preliminary purchase consideration		$	1,490,225

 

Note 3. Accounting Policies and Reclassification Adjustments

Upon completion of the acquisition, Noble performed a comprehensive review of Diamond’s accounting policies. Based on an initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information, except the presentation reclassifications further discussed below.

The following reclassifications were made to conform Diamond’s historical financial information to Noble’s presentation:

Statement of Operations for the Six Months Ended June 30, 2024

(in thousands)

 

Financial Statement Line Item		Diamond Historical Presentation				Diamond Historical As Adjusted
Contract drilling		$	498,999			$	—
Contract drilling services, revenue			—				498,999
Revenues related to reimbursable expenses			28,497				—
Reimbursables and other			—				28,497
Contract drilling, excluding depreciation			348,665				—
Loss (gain) on disposition of assets			(3,710	)			—
Contract drilling services, expense			—				344,955
Reimbursable expenses			27,599				—
Reimbursables			—				27,599
Depreciation			63,052				—
Depreciation and amortization			—				63,052
Interest income			3,740				—
Foreign currency transaction gain (loss)			218				—
Other, net			1,534				—
Interest income and other, net			—				5,492
Income tax benefit			(4,240	)			—
Income tax benefit (provision)			—				(4,240	)

 

 

Statement of Operations for the Twelve Months Ended December 31, 2023

(in thousands)

 

Financial Statement Line Item		Diamond Historical Presentation				Diamond Historical As Adjusted
Contract drilling		$	983,983			$	—
Contract drilling services, revenue			—				983,983
Revenues related to reimbursable expenses			72,196				—
Reimbursables and other			—				72,196
Contract drilling, excluding depreciation			757,193				—
Gain on disposition of assets			(4,382	)			—
Contract drilling services, expense			—				752,811
Reimbursable expenses			68,758				—
Reimbursables			—				68,758
Depreciation			111,301				—
Depreciation and amortization			—				111,301
Interest income			1,637				—
Foreign currency transaction loss			(5,920	)			—
Other, net			(556	)			—
Interest income and other, net			—				(4,839	)
Income tax (expense) benefit			(30,983	)			—
Income tax benefit (provision)			—				(30,983	)

 

 

Balance Sheet as of June 30, 2024

(in thousands)

 

Financial Statement Line Item		Diamond Historical Presentation				Diamond Historical As Adjusted
Restricted cash		$	10,565			$	—
Prepaid expenses and other current assets			61,600				72,165
Drilling and other property and equipment, net of accumulated depreciation			1,139,802				—
Property and equipment, at cost			—				1,480,975
Accumulated depreciation			—				(341,174	)
Current finance lease liabilities			16,525				—
Other current liabilities			—				16,525
Noncurrent finance lease liabilities			103,742				—
Other liabilities			95,221				198,963
Deferred tax liability			19,831				—
Deferred income taxes			—				19,831
Accumulated deficit			(304,322	)			—
Retained Earnings			—				(304,322	)

 

 

Note 4. Merger Transaction Accounting Adjustments

The Merger transaction accounting adjustments below are prepared based on the purchase price presented in Note 2.

Condensed Combined Statements of Operations

(A)

Depreciation and amortization

Reflects the removal of historical depreciation expense and the recording of the pro forma depreciation expense based on the estimated fair value and useful lives of property and equipment upon the Merger. Drilling equipment and facilities are depreciated using the straight-line method over their estimated useful lives as of the date placed in service or date of major refurbishment. Estimated useful lives of our drilling equipment range from three to thirty years. Other property and equipment is depreciated using the straight-line method over useful lives ranging from two to forty years.

(B)

Share-based compensation

Reflects the difference between Diamond’s historical share-based compensation expense and the estimated share-based compensation expense related to replacement awards issued to continuing employees as part of the Merger. The fair value of the replacement share-based awards will be recognized ratably over post-combination service period.

(C)

Interest expense

Reflects the net change in interest expense related to the following activities (in thousands):

Condensed Combined Statements of Operations Adjustments

Interest expense

 

		Six Months Ended June 30, 2024				Twelve Months Ended December 31, 2023
Removal of historical interest expense on Diamond’s revolving credit facility terminated upon the closing of the Merger		$	1,754			$	15,666
Recognition of interest expense accretion related to the fair value adjustment to Diamond's second lien notes assumed by Noble as a result of the Merger			(2,016	)			(4,032	)
Recognition of interest expense on Noble’s new $800M unsecured notes issued in connection with the Merger			(32,000	)			(64,000	)
Recognition of the amortization of deferred financing cost related to Noble's new $800M unsecured notes issued in connection with the Merger			(714	)			(1,429	)
Pro forma adjustment for interest expense		$	(32,976	)		$	(53,795	)

 

(D)

Taxes

Reflects the pro forma adjustments to tax amounts as a result of the book adjustments discussed elsewhere herein. The income tax benefit (provision) impact was calculated by applying the appropriate statutory rates of the respective jurisdictions to which the pro forma adjustments relate.

(E)

Amortization of off-market contracts

Reflects the amortization of off-market contract intangible assets and liabilities identified as a result of the Merger.

(F)

Severance costs

Reflects severance costs expected to be incurred by Noble subsequent to June 30, 2024 payable to certain Diamond employees who were terminated pursuant to the Merger Agreement.

(G)

Directors’ and officers’ insurance

Reflects the expensing of the premium of the directors’ and officers’ insurance purchased by Noble prior to the closing of the Merger as stipulated by the Merger Agreement.

(H)

Transaction costs

Reflects the recognition of Noble’s transaction costs incurred prior to and subsequent to June 30, 2024. These transaction costs were incurred directly in connection with the Merger, consisting primarily of legal and professional fees. The costs above are not expected to recur in any period beyond twelve months from the close of the Merger. No transaction costs have been incurred by Noble in the twelve months ended December 31, 2023.

(I)

Weighted average shares outstanding and earnings per share

As the Merger is being reflected as if it had occurred at the beginning of the earliest period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Merger have been outstanding for the entire period presented.

The table below presents the components of the numerator and denominator for the pro forma earnings per share calculation for the periods presented (in thousands, except per share price):

Weighted average shares outstanding and earnings per share

 

		Six Months Ended June 30, 2024				Twelve Months Ended December 31, 2023
Numerator
Net income		$	281,172			$	316,802
Denominator
Historical Noble weighted-average shares outstanding - basic			142,404				138,380
Number of Noble shares to be issued			23,904				23,904
Pro forma weighted-average shares outstanding - basic			166,308				162,284
Pro forma weighted average shares outstanding, basic			166,308				162,284
Dilutive effect of Noble share-based awards			1,559				3,158
Dilutive effect of Noble warrants			1,651				3,659
Dilutive effect of Noble shares convertible from unvested Diamond RSUs			679				679
Dilutive effect of Noble shares convertible from unvested Diamond PSUs			1,433				1,433
Pro forma weighted-average shares outstanding - diluted (1)			171,630				171,213
Earnings per share - basic		$	1.69			$	1.95
Earnings per share - diluted		$	1.64			$	1.85

 

(1)

The diluted share count excludes the potentially dilutive effect of 7.5 million out-of-money warrants converted from Diamond Warrants.

Condensed Combined Balance Sheet

(AA)

Cash and cash equivalents

Reflects the cash consideration that was paid as a result of the Merger.

(BB)

Long-term debt

In connection with the Merger, Diamond’s revolving credit facility was terminated, and Noble issued new unsecured notes of $800 million at a premium of $24 million. As of June 30, 2024, there were no borrowings outstanding on Diamond’s revolving credit facility. The impact on long-term debt from Noble’s new unsecured notes is reflected in the table below (in thousands):

Condensed Combined Balance Sheet Adjustments

Debt Adjustment

 

		As of June 30, 2024
Issuance of Noble’s new $800M unsecured notes issued in connection with the Merger		$	800,000
Bond premium of Noble’s new $800M unsecured notes issued in connection with the Merger			24,000
Recognition of deferred financing cost related to Noble's new $800M unsecured notes issued in connection with the Merger			(10,002	)
Pro forma adjustment for Long-term Debt		$	813,998

 

(CC)

Directors’ and officers’ insurance

 

Reflects the payment for the premium of the directors’ and officers’ insurance purchased by Noble prior to the close of the Merger as stipulated by the Merger Agreement. The premium was expensed by Noble after the Merger.

 

(DD)

D&O Insurance

 

Reflects the outstanding amount of Diamond's existing directors' and officers' insurance policy to be written off.

 

(EE)

Purchase price allocation fair value adjustments

 

Reflects the preliminary allocation of the fair value of total consideration to the net assets acquired in connection with the application of the acquisition method of accounting. See Note 2 for further discussion regarding the preliminary purchase price allocation.

 

(FF)

Transaction costs

Reflects the recognition of Noble’s transaction costs incurred prior to and subsequent to June 30, 2024. These transaction costs were incurred directly in connection with the Merger, consisting primarily of legal and professional fees. The costs above are not expected to recur in any period beyond twelve months from the close of the Merger. No transaction costs have been incurred by Noble in the twelve months ended December 31, 2023.

(GG)

Severance costs

Reflects the accrual of severance costs expected to be incurred by Noble subsequent to June 30, 2024, payable to certain Diamond employees who were terminated pursuant to the Merger Agreement.

(HH)

Taxes

Reflects the pro forma adjustments to income tax related accounts on the balance sheet as a result of the Merger.

 

 

(II)

Equity

 

Reflects additional impact on the stockholders’ equity as a result of the Merger (in thousands):

 

Equity Pro Forma Adj Reconciliation

 

		Removal of Diamond historical equity (1)				Equity consideration issued for the Merger (2)				Total Pro Forma Adjustment
Common stock		$	(10	)		$	1			$	(9	)
Treasury stock			9,810				—				9,810
Additional paid-in capital			(985,460	)			879,938				(105,522	)
Retained earnings (accumulated deficit)			304,322				—				304,322
Accumulated other comprehensive income (loss)			(8	)			—				(8	)
Total stockholders' equity		$	(671,346	)		$	879,939			$	208,593

 

(1)

To remove the historical equity of Diamond as a result of the Merger.

(2)

To recognize the fair value of the equity consideration paid by Noble for the Merger. Refer to Note 2 for the components of the purchase price consideration.

 

 

 

 

v3.24.3

Cover	Sep. 04, 2024
Document Type	8-K/A
Amendment Flag	false
Document Period End Date	Sep. 04, 2024
Entity File Number	001-41520
Entity Registrant Name	Noble Corporation plc
Entity Central Index Key	0001895262
Entity Tax Identification Number	98-1644664
Entity Incorporation, State or Country Code	X0
Entity Address, Address Line One	13135 Dairy Ashford
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Sugar Land
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77478
City Area Code	281
Local Phone Number	276-6100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
A Ordinary Shares, par value $0.00001 per share
Title of 12(b) Security	A Ordinary Shares, par value $0.00001 per share
Trading Symbol	NE
Security Exchange Name	NYSE
Tranche 1 Warrants of Noble Corporation plc
Title of 12(b) Security	Tranche 1 Warrants of Noble Corporation plc
Trading Symbol	NE WS
Security Exchange Name	NYSE
Tranche 2 Warrants of Noble Corporation plc
Title of 12(b) Security	Tranche 2 Warrants of Noble Corporation plc
Trading Symbol	NE WSA
Security Exchange Name	NYSE

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