Cayman Islands |
1381 |
98-0366361 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
☒ |
Smaller reporting company |
|||||
Emerging growth company |
Exact Name of Additional Registrant as Specified in its Charter* |
State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification Number | ||
Bully 1 (Switzerland) GmbH** |
Switzerland | 98-0568935 | ||
Noble BD LLC |
Delaware | 82-5210197 | ||
Noble Cayman SCS Holding Ltd |
Cayman Islands | 98-1350467 | ||
Noble Contracting II GmbH** |
Switzerland | — | ||
Noble Drilling (Guyana) Inc.*** |
Guyana | 98-1405736 | ||
Noble Drilling (Norway) AS † |
Norway | 52-2239546 | ||
Noble Drilling (TVL) Ltd. |
Cayman Islands | — | ||
Noble Drilling (U.S.) LLC |
Delaware | 76-0295031 | ||
Noble Drilling Doha LLC ‡ |
Doha, Qatar | — | ||
Noble Drilling International GmbH** |
Switzerland | 98-0688632 | ||
Noble Drilling Services LLC (f/k/a Noble Drilling Services Inc.) |
Delaware | 76-0295033 | ||
Noble DT LLC |
Delaware | 84-3405555 | ||
Noble International Finance Company |
Cayman Islands | 98-0655893 | ||
Noble Leasing (Switzerland) GmbH** |
Switzerland | 98-0566694 | ||
Noble Leasing III (Switzerland) GmbH** |
Switzerland | 98-0631434 | ||
Noble Resources Limited |
Cayman Islands | 98-1096876 | ||
Noble Rig Holding 2 Limited |
Cayman Islands | 98-1461033 | ||
Noble Rig Holding I Limited |
Cayman Islands | 98-1443703 | ||
Noble SA Limited |
Cayman Islands | 98-1343368 | ||
Noble Services Company LLC |
Delaware | 85-3318770 | ||
Noble Services International Limited |
Cayman Islands | 98-1096893 | ||
Pacific Drilling S.A. + |
Luxembourg | 98-1465724 |
* | Each additional registrant is a wholly-owned direct or indirect subsidiary of Noble Finance Company. Unless otherwise indicated, the address, including zip code, and telephone number, including area code, of each additional registrant’s principal executive offices is 13135 Dairy Ashford, Suite 800, Sugar Land, Texas 77478, telephone (281) 276-6100. The primary standard industrial classification code number of each of the additional registrants is 1381. The name, address, including zip code, and telephone number, including area code, of the agent for service for each of the additional registrants is Richard B. Barker, 13135 Dairy Ashford, Suite 800, Sugar Land, Texas 77478, telephone (281) 276-6100. |
** | The address, including zip code, of such registrant’s principal executive offices is Dorfstrasse 19a, Baar Switzerland 6340. |
*** | The address, including zip code, of such registrant’s principal executive offices is 63 Hadfield & Cross Streets, Werk-en Rust, Georgetown, Demerara, Guyana. |
† | The address, including zip code, of such registrant’s principal executive offices is Hinna Park Jåttåvågveien 7, Bygg B, PO Box 370, Stavanger, Norway 4067. |
‡ | The address, including zip code, of such registrant’s principal executive offices is Salam Globex Business Center, The Gate- Tower II, Office 807, 8th Level, PO Box 14023, West Bay, Doha, Qatar. |
+ | The address, including zip code, of such registrant’s principal executive offices is 25B, Boulevard Royal, 2449 Luxembourg, Grand Duchy of Luxembourg. |
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F-1 |
• | risks related to the Notes, including the following: |
• | the indenture governing the Notes contains operating and financial restrictions; |
• | the value of the Collateral (as defined herein) on the Notes may not be sufficient to ensure repayment of the Notes, and it may be difficult to realize the value of the Collateral securing the Notes and the guarantees; |
• | the liens on the Collateral securing the Notes and the guarantees thereof are junior and subordinate to the liens on the Collateral securing priority lien debt; |
• | interest on the Notes may be paid in PIK interest; |
• | risks related to our business and operations, including the following: |
• | our business depends on the level of activity in the oil and gas industry; |
• | the impact of the coronavirus (“COVID-19”) pandemic; |
• | the offshore contract drilling industry is a highly competitive and cyclical business; |
• | the over-supply of offshore rigs; |
• | our ability to renew or replace existing contracts; |
• | our current backlog of contract drilling revenue may not be ultimately realized; |
• | our substantial dependence on several of our customers; |
• | risks relating to operations in international locations; |
• | our and our service providers’ failure to adequately protect sensitive information technology systems and critical data; |
• | our failure to attract and retain skilled personnel; |
• | supplier capacity constraints or shortages in parts or equipment or price increases; |
• | risks associated with future mergers, acquisitions or dispositions of businesses or assets; |
• | inflation may adversely affect our operating results; |
• | we are a holding company, and we are dependent upon cash flow from subsidiaries to meet our obligations; |
• | the warrants Noble Parent issued pursuant to the Plan are exercisable for Ordinary Shares; |
• | future sales or the availability for sale of substantial amounts of the Ordinary Shares could adversely affect the trading price of the Ordinary Shares; |
• | the potential for US Gulf of Mexico hurricane related windstorm damage or liabilities; |
• | risks related to the Pacific Drilling Merger, including the following: |
• | the integration of Pacific Drilling into the combined company may not be as successful as anticipated, and the combined company may not achieve the intended benefits; |
• | financial and tax risks related to Noble, including the following: |
• | we may record impairment charges on property and equipment; |
• | the Revolving Credit Agreement (as defined herein) contains various restrictive covenants limiting the discretion of our management in operating our business; |
• | the impact of a loss of a major tax dispute or a successful tax challenge to our operating structure, intercompany pricing policies or the taxable presence of our subsidiaries in certain countries on our tax rate on our worldwide earnings; |
• | regulatory and legal risks related to Noble, including the following: |
• | the impact of governmental laws and regulations on our costs and drilling activity; |
• | increasing attention to environmental, social and governance matters and climate change; |
• | changes in, compliance with or our failure to comply with certain laws and regulations; |
• | compliance with laws and regulations relating to the protection of the environment and of human health and safety; |
• | we are subject to litigation; |
• | risks related to the Business Combination with Maersk Drilling, including the following: |
• | the Business Combination may not be as successful as anticipated, and the combined company may not achieve the intended benefits; |
• | the Business Combination remains subject to conditions that neither Noble Parent nor Maersk Drilling can control; |
• | each of Noble and Maersk Drilling may have liabilities that are not known to the other party; |
• | our failure to consummate the Business Combination; |
• | Noble Parent shareholders and Maersk Drilling shareholders will have a reduced ownership and voting interest after the Business Combination; |
• | future sales or the availability for sale of substantial amounts of the Topco Shares could adversely affect the trading price of the Topco Shares; |
• | risks related to Topco and its business, including the following: |
• | direct and indirect costs incurred as a result of the Business Combination; |
• | failure to recruit and retain key personnel; |
• | Topco may not be able to retain customers or suppliers, and customers or suppliers may seek to modify contractual obligations with Topco; |
• | Topco’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included elsewhere in this prospectus; |
• | changes to U.S., UK, Cayman and other non-U.S. tax laws; |
• | the rights of holders of Topco Shares to be received by Noble Parent shareholders in connection with the Business Combination will be different from the rights of holders of Ordinary Shares due to the difference between Cayman and English law; |
• | the market price of Topco Shares may be volatile; and |
• | risks related to Maersk Drilling Group’s business and operations, financial risks related to the Maersk Drilling Group and legal and regulatory risks related to the Maersk Drilling Group. |
Issuer |
Noble Finance Company, an exempted company incorporated in the Cayman Islands with limited liability. |
Notes to be Offered by the Selling Securityholders |
$404,867,813 aggregate principal amount of 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028, including up to $298,464,394 aggregate principal amount of notes that may be issued if interest on the notes is paid-in-kind through maturity. |
Maturity Date |
The notes will mature on February 15, 2028. |
Interest |
The notes bear interest, at our option for each interest payment date, at the per annum rates of (i) 11% payable in cash, (ii) 13%, with 6.5% per annum of such interest to be payable in cash and 6.5% per annum of such interest to be payable by issuing PIK notes, or (iii) 15%, with the entirety of such interest to be payable by issuing PIK notes. Interest on the notes will be paid semi-annually, in arrears, on February 15 and August 15, commencing August 15, 2021, to the holders of record at the close of business on the February 1 and August 1 immediately preceding the applicable interest payment date. Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months. See “Description of the Notes—General.” |
Ranking |
The notes: |
• | rank equally in right of payment with all future senior indebtedness of the Company but, to the extent the value of the Collateral exceeds the aggregate amount of all Priority Lien Debt, are effectively senior to all of the Company’s unsecured senior indebtedness; |
• | rank senior in right of payment to any existing and future subordinated obligations of the Company; |
• | are effectively junior to any obligations of the Company that are either (i) secured by a Lien on the Collateral that is senior or prior to the Liens securing the notes, including the Permitted Liens securing Priority Lien Debt, and to other Permitted Liens, or (ii) secured with property or assets that do not constitute Collateral to the extent of the value of the assets securing such Indebtedness; and |
• | are structurally subordinated to all future Indebtedness, claims of holders of Preferred Stock and other liabilities of the Company’s Subsidiaries that do not guarantee the notes (but if a Pledgor that is not a guarantor has pledged the Capital Stock of a guarantor to secure the notes, then such pledge will be senior to the Preferred Stock and other liabilities of such Pledgor). |
Optional Redemption |
Within 120 days of any Change of Control, we (or the successor entity following such Change of Control) may redeem for cash all (but not less than all) of the outstanding notes, at a redemption price, if the redemption is (x) prior to (but not including) February 15, 2024, equal to the sum of (1) 106% of the principal amount of the notes to be redeemed plus (2) accrued and unpaid interest, if any, to, but excluding, the redemption date or (y) on or after February 15, 2024, equal to the redemption price applicable to the notes (expressed as a percentage of the principal amount of the notes to be redeemed) if redeemed during the 12-month period beginning on February 15, 2024 of the years indicated in the second immediately following paragraph. |
Prior to February 15, 2024, we will be entitled at our option to redeem the notes, in whole or in part, at a redemption price equal to 106% of the principal amount of the notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date). |
The redemption price for the notes to be redeemed on any redemption date that is on or after February 15, 2024 will be equal to the applicable percentage set forth below of the principal amount of the notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the 12-month period beginning on February 15 of the years indicated below: |
YEAR |
PERCENTAGE | |
2024 |
106.000% | |
2025 |
104.000% | |
2026 |
102.000% | |
2027 and thereafter |
100.000% |
See “Description of the Notes—Optional Redemption.” |
Tax Redemption |
The notes will be subject to redemption at any time, in whole but not in part, at a redemption price, if the redemption is (x) prior to (but not including) February 15, 2024, equal to 106% of the principal amount of the notes to be redeemed or (y) on or after February 15, 2024, equal to the redemption price applicable to the notes (expressed as a percentage of the principal amount of notes to be redeemed), in each |
case together with accrued and unpaid interest to, but not including, the Tax Redemption Date, plus all Additional Amounts then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if on the next date on which any amount would be payable in respect of the notes, we are or would be required to pay Additional Amounts, and we cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new paying agent but excluding the reincorporation or reorganization of the Company), and the requirement arises as a result of a Change in Tax Law. |
See “Description of the Notes—Tax Redemption.” |
Guarantees |
The notes are guaranteed on a senior secured basis by each subsidiary guarantor. The notes guarantees of the notes by each subsidiary guarantor: |
• | are a senior obligation of such subsidiary guarantor; |
• | are secured by a second-priority security interest in the Collateral (subject to Permitted Liens) owned by such subsidiary guarantor; |
• | rank equally in right of payment with all future senior indebtedness of such subsidiary guarantor but, to the extent the value of the Collateral exceeds the aggregate amount of all Priority Lien Debt, are effectively senior to all of such subsidiary guarantor’s unsecured senior indebtedness; |
• | rank senior in right of payment to any existing and future subordinated obligations of such subsidiary guarantor; and |
• | are effectively junior to any obligations of such subsidiary guarantor that are either (i) secured by a Lien on the Collateral that is senior or prior to the Liens securing such subsidiary guarantor’s notes guarantee, including the Permitted Liens, or (ii) secured with property or assets that do not constitute Collateral to the extent of the value of the assets securing such Indebtedness. |
Neither Pacific Drilling nor any of its current subsidiaries is a subsidiary guarantor of the Revolving Credit Facility or the notes, and none of their assets secure the Revolving Credit Facility or the notes. In addition, none of the Maersk Drilling assets will secure the Revolving Credit Facility or the notes upon the closing of the Business Combination. |
See “Description of the Notes—General” and “Description of the Notes—Notes Guarantee.” |
Collateral |
The notes and the notes guarantees are secured by second-priority security interests (subject to Permitted Liens) in the Collateral. Subject to the terms described under “Description of the Notes—Collateral—Release,” the Collateral consists of substantially all of the property and assets of the Company and the subsidiary guarantors, other than Excluded Property, and the pledge of the Capital Stock of |
the Company and some or all of the Capital Stock of certain subsidiary guarantors. See “Description of the Notes—Collateral.” |
The Collateral does not include any assets of, or equity interests in, Pacific Drilling or any of its current subsidiaries. In addition, the Collateral does not include any assets of Maersk Drilling. |
Certain Covenants |
The indenture governing the notes restricts our ability and the ability of our restricted subsidiaries to, among other things: |
• | incur or guarantee additional indebtedness or issue preferred stock; |
• | pay dividends or make other distributions on account of capital stock; |
• | purchase or redeem capital stock or subordinated indebtedness; |
• | make investments; |
• | create liens; |
• | enter into agreements that restrict the ability of our restricted subsidiaries to pay dividends or make other payments to us; |
• | sell assets; |
• | consolidate or merge with or into other companies or transfer all or substantially all of our assets; and |
• | engage in transactions with affiliates. |
These limitations will be subject to a number of important qualifications and exceptions. See “Description of the Notes—Certain Covenants.” |
OID |
Because the notes provide the issuer with the option to pay interest in the form of additional notes (the PIK notes) in lieu of paying cash interest, the notes will be treated as having been issued with original issue discount for U.S. federal income tax purposes. As a result, a holder of a note who is subject to U.S. federal income tax is generally required to pay U.S. federal income tax on accrual of original issue discount on the notes. See “Material U.S. Federal Income Tax Considerations” for more information. |
Use of Proceeds |
We will not receive any proceeds from the sale of the notes by the selling securityholders pursuant to this prospectus. See “Use of Proceeds.” |
Absence of a Public Market |
There is currently no established public trading market for the notes, and there can be no assurance that a public trading market will develop. |
Risk Factors |
Investing in the notes involves significant risks. You should carefully read and consider the information beginning on page 13 of this prospectus under “Risk Factors” and all other information in this prospectus before deciding to invest in the notes. |
• | not be required to lend any additional amounts to Finco; |
• | elect to declare all borrowings outstanding due to them, together with accrued and unpaid interest and fees, to be due and payable (and, with respect to Finco’s secured indebtedness, foreclose on the collateral securing such indebtedness); |
• | elect to require that all obligations accrue interest at the default rate provided therein, if such rate has not already been imposed; |
• | have the ability to require Finco to apply all of its available cash to repay such borrowings; and/or |
• | prevent Finco from making debt service payments under its other agreements, |
• | was insolvent or rendered insolvent by reason of such incurrence of the obligations under the guarantee; |
• | was engaged in a business or transaction for which the subsidiary’s remaining assets constituted unreasonably small capital; or |
• | intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature. |
• | the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all its assets; |
• | the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or |
• | it could not pay its debts as they become due. |
• | the pledgor is insolvent at the time of the pledge; |
• | the pledge permits the holder of the Notes to receive a greater recovery than if the pledge had not been given; and |
• | a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge, or, in certain circumstances, a longer period. |
• | if Finco exercises its legal defeasance option or its covenant defeasance option as described under “Description of the Notes—Discharge and Defeasance”; |
• | upon the dissolution or liquidation of such subsidiary guarantor, if immediately after giving effect thereto, Finco will be in compliance with certain covenants under the indenture governing the Notes; |
• | if such subsidiary guarantor is designated as an Unrestricted Subsidiary (as defined herein) as described in “Description of the Notes—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries”; and |
• | in other circumstances specified in the Senior Lien Intercreditor Agreement, including in connection with the exercise of remedies by the priority lien collateral agent. |
• | the original issue price for the Notes; and |
• | that portion of the original issue discount that does not constitute “unmatured interest” for purposes of the Bankruptcy Code. |
• | worldwide production, current demand, and our customer’s views of future demand for oil and gas (including any over-supply of oil and gas as a result of the COVID-19 pandemic, actions by Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas producing nations (together with OPEC, “OPEC+”) or the war in Ukraine), which are impacted by the COVID-19 pandemic and the governmental, company and individual reactions thereto and changes in the rate of economic growth in the global economy; |
• | the cost of exploring for, developing, producing and delivering oil and gas; |
• | the ability of OPEC to set and maintain production levels and pricing; |
• | expectations regarding future energy prices; |
• | increased supply of oil and gas resulting from onshore hydraulic fracturing activity and shale development; |
• | the relative cost of offshore oil and gas exploration versus onshore oil and gas production; |
• | potential acceleration in the development, and the price and availability, of alternative fuels or energy sources; |
• | the level of production in non-OPEC countries; |
• | inventory levels, and the cost and availability of storage and transportation of oil, gas and their related products; |
• | worldwide financial instability or recessions; |
• | regulatory restrictions or any moratorium on offshore drilling; |
• | the discovery rate of new oil and gas reserves either onshore or offshore; |
• | the rate of decline of existing and new oil and gas reserves; |
• | available pipeline and other oil and gas transportation capacity; |
• | oil refining capacity; |
• | the ability of oil and gas companies to raise capital; |
• | limitations on liquidity and available credit; |
• | advances in exploration, development and production technology either onshore or offshore; |
• | technical advances affecting energy consumption, including the displacement of hydrocarbons through increasing transportation fuel efficiencies; |
• | merger and divestiture activity among oil and gas producers; |
• | the availability of, and access to, suitable locations from which our customers can produce hydrocarbons; |
• | adverse weather conditions, including hurricanes, typhoons, cyclones, winter storms and rough seas, the frequency and severity of which may be increased due to climate change; |
• | the occurrence or threat of epidemic or pandemic diseases, such as COVID-19, or any governmental response to such occurrence or threat; |
• | tax laws, regulations and policies; |
• | laws, regulations and other initiatives related to environmental matters, including those addressing alternative energy sources, the phase-out of fossil fuel vehicles and the risks of global climate change; |
• | the political environment of oil-producing regions, including uncertainty or instability resulting from civil disorder, an outbreak or escalation of armed hostilities or acts of war or terrorism; and |
• | the laws, regulations and policies of governments regarding exploration and development of their oil and gas reserves or speculation regarding future laws or regulations. |
• | well blowouts; |
• | fires; |
• | collisions or groundings of offshore equipment and helicopter accidents; |
• | punch-throughs; |
• | mechanical or technological failures; |
• | failure of our employees or third-party contractors to comply with our internal environmental, health and safety guidelines; |
• | pipe or cement failures and casing collapses, which could release oil, gas or drilling fluids; |
• | adverse weather conditions, including hurricanes, typhoons, tsunamis, cyclones, winter storms and rough seas, the frequency and severity of which may be increased due to climate change; |
• | geological formations with abnormal pressures; |
• | loop currents or eddies; |
• | failure of critical equipment; |
• | toxic gas emanating from the well; and |
• | spillage handling and disposing of materials. |
• | seizure, nationalization or expropriation of property or equipment; |
• | monetary policies, government credit rating downgrades and potential defaults, and foreign currency fluctuations and devaluations; |
• | limitations on the ability to repatriate income or capital; |
• | complications associated with repairing and replacing equipment in remote locations; |
• | repudiation, nullification, modification or renegotiation of contracts; |
• | limitations on insurance coverage, such as war risk coverage, in certain areas; |
• | import-export quotas, wage and price controls and imposition of trade barriers; |
• | delays in implementing private commercial arrangements as a result of government oversight; |
• | compliance with and changes in taxation rules or policies; |
• | compliance with and changes in various jurisdictional regulatory or financial requirements, including rig flagging and local ownership requirements; |
• | other forms of government regulation and economic conditions that are beyond our control and that create operational uncertainty; |
• | governmental corruption; |
• | the occurrence or threat of epidemic or pandemic diseases, such as COVID-19, or any government response to such occurrence or threat; |
• | piracy; and |
• | terrorist acts, war, revolution and civil disturbances. |
• | procedural requirements for temporary import permits, which may be difficult to obtain; and |
• | the effect of certain temporary import permit regimes, where the duration of the permit does not coincide with the general term of the drilling contract. |
• | breakdowns of equipment and other unforeseen engineering problems; |
• | work stoppages, including labor strikes; |
• | shortages of material and skilled labor; |
• | delays in repairs by suppliers; |
• | surveys by government and maritime authorities; |
• | periodic classification surveys; |
• | inability to obtain permits; |
• | severe weather, strong ocean currents or harsh operating conditions; |
• | force majeure events; and |
• | the occurrence or threat of epidemic or pandemic diseases, such as COVID-19, or any government response to such occurrence or threat. |
• | shortages of equipment, materials or skilled labor; |
• | work stoppages and labor disputes; |
• | unscheduled delays in the delivery of ordered materials and equipment; |
• | local customs strikes or related work slowdowns that could delay importation of equipment or materials; |
• | weather interferences; |
• | difficulties in obtaining necessary permits or approvals or in meeting permit or approval conditions; |
• | design and engineering problems; |
• | inadequate regulatory support infrastructure in the local jurisdiction; |
• | latent damages or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions; |
• | unforeseen increases in the cost of equipment, labor and raw materials, particularly steel; |
• | unanticipated actual or purported change orders; |
• | client acceptance delays; |
• | disputes with shipyards and suppliers; |
• | delays in, or inability to obtain, access to funding; |
• | shipyard availability, failures and difficulties, including as a result of financial problems of shipyards or their subcontractors; and |
• | failure or delay of third-party equipment vendors or service providers. |
• | the inability to successfully integrate the businesses of Pacific Drilling into the combined company, operationally and culturally, in a manner that permits the combined company to achieve the full revenue and cost savings anticipated from the Pacific Drilling Merger; |
• | complexities associated with managing a larger, more complex, integrated business; |
• | difficulties in conforming accounting policies and standards to the combined entity; |
• | not realizing anticipated synergies; |
• | the inability to retain key employees and otherwise integrate personnel from the two companies and the loss of key employees; |
• | potential unknown liabilities and unforeseen expenses associated with the Pacific Drilling Merger; |
• | difficulty or inability to comply with the covenants of the debt of the combined company; |
• | integrating relationships with customers, vendors and business partners; |
• | performance shortfalls, including operating, safety, or environmental performance at one or both of the companies as a result of the diversion of management’s attention caused by completing the Pacific Drilling Merger and integrating Pacific Drilling’s operations into the combined company; and |
• | the disruption of, or the loss of momentum in, each company’s ongoing business or inconsistencies in standards, controls, procedures and policies. |
• | the environment and the health and safety of personnel; |
• | the importing, exporting, equipping and operation of drilling rigs; |
• | currency exchange controls; |
• | oil and gas exploration and development; |
• | taxation of offshore earnings and earnings of expatriate personnel; and |
• | use and compensation of local employees and suppliers by foreign contractors. |
• | the release of oil, drilling fluids, natural gas or other materials into the environment; |
• | air emissions from our drilling rigs or our facilities; |
• | handling, cleanup and remediation of solid and hazardous wastes at our drilling rigs or our facilities or at locations to which we have sent wastes for disposal; |
• | restrictions on chemicals and other hazardous substances; and |
• | wildlife protection, including regulations that ensure our activities do not jeopardize endangered or threatened animals, fish and plant species, nor destroy or modify the critical habitat of such species. |
• | the inability to successfully integrate the businesses of Noble and Maersk Drilling, operationally and culturally, in a manner that permits the combined company to achieve the cost savings anticipated from the Business Combination; |
• | complexities, including demands on management, associated with managing a larger, more complex, integrated business; |
• | difficulties in integrating Maersk Drilling’s and Noble’s restrictive enterprise resource planning software; |
• | attempts by third parties to terminate or alter their contracts with the combined company, including as a result of change of control provisions; |
• | the inability to retain key employees and otherwise integrate personnel from the two companies; |
• | potential unknown liabilities and unforeseen expenses associated with the Business Combination; |
• | regulatory authorities, including competition authorities may impose requirements, limitations or costs on, or require divestitures or place restrictions on the conduct of, Topco’s business after the completion of the Business Combination; |
• | difficulty or inability to comply with the covenants of the debt of the combined company; |
• | difficulty or inability in refinancing existing indebtedness of Noble or Maersk Drilling as it comes due, including certain indebtedness of Maersk Drilling that will become current in the fourth quarter of 2022 and is due to mature in the fourth quarter of 2023; |
• | integrating relationships with customers, vendors and business partners; |
• | performance shortfalls, including operating, safety, or environmental performance at one or both of the companies as a result of the diversion of management’s and employees’ attention caused by completing the Business Combination and integrating Noble’s and Maersk Drilling’s operations into the combined company; and |
• | the disruption of, or the loss of momentum in, each company’s ongoing business or inconsistencies in standards, controls, procedures and policies. |
• | each of Noble and Maersk Drilling may experience negative reactions from the financial markets, current equity and debt holders, bank relationships and other stakeholders, including negative impacts on the price of the Ordinary Shares and/or Maersk Drilling Shares; |
• | each of Noble and Maersk Drilling may experience negative reactions from their respective customers, regulators and employees; |
• | the consideration, negotiation and implementation of the Business Combination (including integration planning) will have required substantial commitments of time and resources by Noble Parent and Maersk Drilling management, which could otherwise have been devoted to other opportunities beneficial to Noble or Maersk Drilling, respectively; |
• | each of Noble and Maersk Drilling could be subject to litigation related to any failure to complete the Business Combination or related to any enforcement proceeding commenced against Noble or Maersk Drilling to perform their respective obligations under the Business Combination Agreement; |
• | each of Noble and Maersk Drilling will be required to pay certain costs and expenses relating to the Business Combination, whether or not the Business Combination is completed; |
• | the fact that Maersk Drilling is restricted from refinancing its outstanding indebtedness, including certain indebtedness that will become current in the fourth quarter of 2022 and is due to mature in the fourth quarter of 2023, prior to the completion of the Business Combination and the risk that, in the event that the Business Combination Agreement is not completed, Maersk Drilling may be unable to negotiate the refinancing of such indebtedness on the same or more favorable terms, or to find acceptable alternative financing; and |
• | the Business Combination Agreement places certain restrictions on the conduct of the respective businesses of each of Noble and Maersk Drilling prior to completion of the Business Combination that may prevent each party from taking certain specified actions or otherwise pursuing business opportunities during the pendency of the Business Combination that such party would have taken or pursued if these restrictions were not in place. |
(i) | integrating new services into joint offerings to customers as an integrated service provider with the objective of removing waste in the system through better orchestration and alignment of incentives; and |
(ii) | offering new financial models focused on risk and reward sharing through, among other things, deferred payments, fixed pricing or co-investments, enabling operators to develop fields that would otherwise be economically challenged. However, forecasting the success of any new business model is inherently uncertain and depends on a number of factors both within and outside of the Maersk Drilling Group’s control. The Maersk Drilling Group’s actual revenue and profit generated from such business models may be significantly greater or less than forecasts. In addition, the efficiencies anticipated from new business models may fail to be realized, the costs may be higher and the counterparty risk greater |
than expected. In addition, as the Maersk Drilling Group creates and executes more new business models and expands into other parts of the value chain, the Maersk Drilling Group’s risk profile may continue to shift. See also “ — sub-standard performance or non-performance of those third-party subcontractors”, “—Legal and Regulatory Risks Related to the Maersk Drilling Group—The Maersk Drilling Group’s international activities increase the compliance risk associated with applicable anti-corruption laws” and “—Legal and Regulatory Risks Related to the Maersk Drilling Group—The Maersk Drilling Group’s international activities increase the compliance risks associated with economic and trade sanctions imposed by the United States, the European Union and other jurisdictions.” Entering into new business models could have an adverse impact on the Maersk Drilling Group’s business, financial condition, and results of operations. |
• | general economic and market conditions affecting the offshore contract drilling industry, including competition from other offshore contract drilling companies; |
• | types, sizes and ages of the drilling rigs and equipment; |
• | supply and demand for drilling rigs and equipment; |
• | cost of newbuilds; |
• | impact on financing by way of certain covenants under the Maersk Drilling Facilities Agreements (as defined herein); |
• | prevailing level of drilling services contract day rates and utilization; |
• | operational cost levels of rigs; |
• | future expectations of contract day rates, utilization, and operational cost levels; |
• | discount rate used for future earnings; |
• | government laws and regulations, including environmental protection laws and regulations and such laws becoming more stringent; and |
• | technological advances. |
• | unexpected long delivery times for, or shortages of, key equipment, parts and materials; |
• | shortages of skilled labor and other shipyard personnel necessary to perform the work; |
• | unforeseen increases in the cost of equipment, labor and raw materials, particularly steel; |
• | unforeseen design and engineering problems; |
• | latent damages to or deterioration of hull, equipment and machinery in excess of engineering estimates and assumptions; |
• | unanticipated actual or purported change orders; |
• | health, safety, security and environment (“HSSE”) incidents occurring during the project; |
• | failures or delays of third-party service providers; |
• | disputes with shipyards and suppliers; |
• | delays and unexpected costs of incorporating parts and materials needed for the completion of projects; |
• | changes to a particular customers’ specifications; |
• | failure or delay in obtaining acceptance of a rig from a customer; |
• | financial or other difficulties at shipyards; |
• | adverse weather conditions; and |
• | inability or delay in obtaining flag-state, classification society, certificate of inspection, or regulatory approvals. |
• | improve existing services, rigs and rental equipment; |
• | address the increasingly sophisticated needs of its customers; and |
• | anticipate major changes in technology and industry standards and respond to technological developments on a timely basis. |
• | oil and natural gas exploration and development; |
• | the equipment requirements for, and operation of, drilling rigs, and provision of well services; |
• | customs duties on the importation of drilling rigs and equipment; |
• | protection of the environment (see also “—The Maersk Drilling Group may be subject to liability under multifaceted environmental laws and regulations and contractual environmental liability, which could have a material adverse effect on the Maersk Drilling Group’s business, financial condition, and results of operations.”); |
• | taxation of offshore earnings and the earnings of expatriate personnel (see also “—The complexity and continued development of local and international tax rules and interpretation thereof and the complexity of the Maersk Drilling Group’s business, together with increased political and public focus on multinational companies’ tax payments, may expose the Maersk Drilling Group to financial and reputational risks . |
• | repatriation of foreign earnings; |
• | HSSE performance requirements; |
• | the employment and compensation of local employees; and |
• | the use of local suppliers, contractors, representatives and/or agents by the Maersk Drilling Group. |
• | terrorist acts, war, civil disturbances and military actions; |
• | seizure, nationalization or expropriation of property or equipment; |
• | political unrest or revolutions; |
• | acts of piracy, which have historically affected ocean-going vessels; |
• | actions by environmental organizations; |
• | natural disasters; |
• | pollution or environmental damage; |
• | public health threats; |
• | labor interruptions or strikes; |
• | the inability to repatriate income or capital; |
• | complications associated with repairing and replacing equipment in remote locations; |
• | delays or difficulties in obtaining necessary visas and work permits for its employees; |
• | wage and price controls imposed by the relevant authorities; |
• | delays or difficulties in obtaining required licenses or approval to operate from the relevant authorities; |
• | imposition of trade barriers, moratoriums or sanctions and other forms of government regulation and economic conditions; and |
• | changes to country-specific regulatory, tax or financial requirements. |
• | Business Combination: Business Combinations |
• | Noble Rig Disposal: Noble Roger Lewis, Noble Scott Marks, Noble Joe Knight, Noble Johnny Whitstine |
• | Maersk Drilling Rig Disposal: Maersk Inspirer |
• | Pacific Drilling Merger: |
• | Noble Reorganization: |
• | The unaudited pro forma condensed combined statement of operations for the twelve months ended December 31, 2021 assumes that the Business Combination and the Completed Transactions had occurred on January 1, 2021. |
• | The unaudited pro forma condensed combined balance sheet as of December 31, 2021 assumes that the Business Combination had occurred on December 31, 2021. The impacts from the Completed Transactions have already been reflected in the historical consolidated balance sheets of either Noble or Maersk Drilling as of December 31, 2021; therefore, no pro forma adjustments were made for these transactions in the unaudited pro forma condensed combined balance sheet as of December 31, 2021. |
• | The Pro Forma Financial Information presented below assumes that Topco acquires 100% of the outstanding Maersk Drilling Shares and voting rights of Maersk Drilling at closing of the Business Combination. Refer to Note 2. Business Combination with Maersk Drilling and Estimated Purchase Consideration – Minimum Acceptance Condition |
• | The Noble consolidated financial statements and notes included elsewhere in this prospectus. |
• | The historical Maersk Drilling consolidated financial statements and notes for the year ended December 31, 2021 included elsewhere in this prospectus. |
• | The Pacific condensed consolidated financial statements and notes for the interim period ended March 31, 2021 included elsewhere in this prospectus. |
Maersk Drilling Historical |
||||||||||||||||||||||||||||
Noble Pro Forma (Note 7) |
Maersk Drilling Historical (IFRS) (Note 4) |
Maersk Drilling Rig Disposal (IFRS) (Note 5) |
Maersk Drilling IFRS-to-GAAP Adjustments (Note 6) |
Maersk Drilling Historical Adjusted (U.S. GAAP) |
Business Combination Transaction Accounting Adjustments (Note 3) |
Topco Pro Forma Combined |
||||||||||||||||||||||
Operating revenues |
||||||||||||||||||||||||||||
Contract drilling services |
$ | 723,319 | $ | 1,267,136 | $ | (45,869 | ) (A) | $ | — | $ | 1,221,267 | $ | — | $ | 1,944,586 | |||||||||||||
Reimbursables and other |
65,541 | 30,000 | — | — | 30,000 | — | 95,541 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
788,860 | 1,297,136 | (45,869 | ) | — | 1,251,267 | — | 2,040,127 | |||||||||||||||||||||
Operating costs and expense |
||||||||||||||||||||||||||||
Contract drilling services |
676,275 | 848,805 | (29,790 | ) (A) | 17,999 | (C) (D) | 837,014 | 2,640 | (EE) | 1,515,929 | ||||||||||||||||||
Reimbursables |
58,651 | 11,000 | — | — | 11,000 | — | 69,651 | |||||||||||||||||||||
Depreciation and amortization |
95,811 | 213,202 | (7,967 | ) (A) | 216,635 | (C) (E) | 421,870 | (312,895 | ) (AA) | 204,786 | ||||||||||||||||||
General and administrative |
94,447 | 80,106 | — | 2,794 | (C) | 82,900 | — | 177,347 | ||||||||||||||||||||
Merger and integration costs |
24,792 | — | — | 7,592 | (D) | 7,592 | 42,350 | (BB) | 74,734 | |||||||||||||||||||
Gain on sale of operating assets, net |
(185,934 | ) | (256,292 | ) | — | — | (256,292 | ) | — | (442,226 | ) | |||||||||||||||||
Hurricane losses |
23,350 | — | — | — | — | — | 23,350 | |||||||||||||||||||||
Special items |
— | 20,533 | 194 | (A) | (20,727 | ) (D) | — | — | — | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
787,392 | 917,354 | (37,563 | ) | 224,293 | 1,104,084 | (267,905 | ) | 1,623,571 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income (loss) |
1,468 | 379,782 | (8,306 | ) | (224,293 | ) | 147,183 | 267,905 | 416,556 | |||||||||||||||||||
Other income (expense) |
||||||||||||||||||||||||||||
Interest expense, net of amounts capitalized |
(24,799 | ) | (64,358 | ) | 1,198 | (A) (B) | 1,072 | (C) | (62,088 | ) | 5,769 | (DD) | (81,118 | ) | ||||||||||||||
Interest income and other, net |
11,319 | 1,797 | — | — | 1,797 | — | 13,116 | |||||||||||||||||||||
Gain on extinguishment of debt, net |
(2,664 | ) | — | — | — | — | — | (2,664 | ) | |||||||||||||||||||
Gain on bargain purchase |
62,305 | — | — | — | — | — | 62,305 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loss before income taxes |
47,629 | 317,221 | (7,108 | ) | (223,221 | ) | 86,892 | 273,674 | 408,195 | |||||||||||||||||||
Income tax benefit (provision) |
(1,068 | ) | (26,248 | ) | 2,066 | (A) | 10,454 | (F) | (13,728 | ) | (18,253 | ) (EE) | (33,049 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss) |
$ | 46,561 | $ | 290,973 | $ | (5,042 | ) | $ | (212,767 | ) | $ | 73,164 | $ | 255,421 | $ | 375,146 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Basic net income (loss) per share |
$ | 0.70 | $ | 7.05 | — | — | — | — | $ | 2.81 | (CC) | |||||||||||||||||
Diluted net income (loss) per share |
$ | 0.66 | $ | 7.01 | — | — | — | — | $ | 2.71 | (CC) | |||||||||||||||||
Weighted average shares outstanding |
||||||||||||||||||||||||||||
Basic |
66,615 | 41,290 | — | — | — | — | 133,325 | (CC) | ||||||||||||||||||||
Diluted |
71,058 | 41,525 | — | — | — | — | 138,241 | (CC) |
Maersk Drilling Historical |
||||||||||||||||||||||||
Noble Successor Historical |
Maersk Drilling Historical (IFRS) (Note 4) |
Maersk Drilling IFRS-to-GAAP Adjustments (Note 6) |
Maersk Drilling Historical Adjusted (U.S. GAAP) |
Business Combination Transaction Accounting Adjustments (Note 3) |
Topco Pro Forma Combined |
|||||||||||||||||||
Assets |
||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 194,138 | $ | 551,088 | $ | — | $ | 551,088 | $ | (51,603 | ) (FF) | $ | 693,623 | |||||||||||
Accounts receivable, net |
200,419 | 256,104 | — | 256,104 | — | 456,523 | ||||||||||||||||||
Taxes receivable |
16,063 | 27,459 | — | 27,459 | — | 43,522 | ||||||||||||||||||
Prepaid expenses and other current assets |
45,026 | 76,822 | (7,000 | ) (F) | 69,822 | (32,676 | ) (GG) | 82,172 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total current assets |
455,646 | 911,473 | (7,000 | ) | 904,473 | (84,279 | ) | 1,275,840 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Intangible assets |
61,849 | — | — | — | — | 61,849 | ||||||||||||||||||
Goodwill |
— | — | — | — | 234,523 | (HH) | 234,523 | |||||||||||||||||
Property and equipment, at cost |
1,555,975 | 9,421,623 | 3,751,931 | (E) | 13,173,554 | (10,892,028 | ) (II) | 3,837,501 | ||||||||||||||||
Accumulated depreciation |
(77,275 | ) | (6,598,042 | ) | (802,637 | ) (E) | (7,400,679 | ) | 7,400,679 | (II) | (77,275 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Property and equipment, net |
1,478,700 | 2,823,581 | 2,949,294 | 5,772,875 | (3,491,349 | ) | 3,760,226 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other assets |
77,247 | 46,817 | (8,184 | ) (E) | 38,633 | (7,559 | ) (JJ) | 108,321 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total assets |
$ |
2,073,442 |
$ |
3,781,871 |
$ |
2,934,110 |
$ |
6,715,981 |
$ |
(3,348,664 |
) |
$ |
5,440,759 |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current liabilities |
||||||||||||||||||||||||
Accounts payable |
$ | 120,389 | $ | 164,158 | $ | — | $ | 164,158 | $ | (10,135 | ) (KK) | $ | 274,412 | |||||||||||
Accrued payroll and related costs |
48,346 | 33,728 | — | 33,728 | — | 82,074 | ||||||||||||||||||
Current maturities of long-term debt |
— | 130,097 | — | 130,097 | — | 130,097 | ||||||||||||||||||
Taxes payable |
28,735 | 37,500 | 17,156 | (F) | 54,656 | 4,474 | (JJ) | 87,865 | ||||||||||||||||
Interest payable |
9,788 | 639 | — | 639 | — | 10,427 | ||||||||||||||||||
Other current liabilities |
41,136 | 67,085 | — | 67,085 | — | 108,221 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total current liabilities |
248,394 | 433,207 | 17,156 | 450,363 | (5,661 | ) | 693,096 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Long-term debt |
216,000 | 907,346 | — | 907,346 | 12,419 | (LL) | 1,135,765 | |||||||||||||||||
Deferred income taxes |
13,195 | 26,305 | 73,276 | (E) | 99,581 | (84,376 | ) (JJ) | 28,400 | ||||||||||||||||
Other liabilities |
95,226 | 94,682 | 33,545 | (F) | 128,227 | 150,250 | (JJ) | 373,703 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities |
572,815 |
1,461,540 |
123,977 |
1,585,517 |
72,632 |
2,230,964 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Shareholders’ equity |
||||||||||||||||||||||||
Common stock |
1 | 62,520 | — | 62,520 | (62,519 | ) (MM) | 2 | |||||||||||||||||
Additional paid-in-capital |
1,393,255 | — | — | — | 1,751,517 | (MM) | 3,144,772 | |||||||||||||||||
Retained earnings (accumulated deficit) |
101,982 | 2,257,811 | 2,810,133 | (E) (F) | 5,067,944 | (5,110,294 | ) (MM) | 59,632 | ||||||||||||||||
Accumulated other comprehensive income (loss) |
5,389 | — | — | — | — | 5,389 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total shareholders’ equity |
1,500,627 |
2,320,331 |
2,810,133 |
5,130,464 |
(3,421,296 |
) |
3,209,795 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities and equity |
$ |
2,073,442 |
$ |
3,781,871 |
$ |
2,934,110 |
$ |
6,715,981 |
$ |
(3,348,664 |
) |
$ |
5,440,759 |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Preliminary purchase price consideration |
||||
Maersk Drilling Shares issued and outstanding as of February 25, 2022 |
41,291 | |||
Fixed exchange ratio |
1.6137 | |||
|
|
|||
Number of Topco Shares issued |
66,631 | |||
Noble Share price for seven trailing days ended February 25, 2022 |
$ | 26.21 | ||
|
|
|||
Preliminary purchase price paid for Maersk Drilling Shares |
$ | 1,746,394 | ||
Fair value of replacement Maersk Drilling RSU Awards attributable to the purchase price |
4,242 | |||
|
|
|||
Total preliminary purchase price consideration |
$ | 1,750,636 | ||
|
|
Estimated Fair Value |
||||
Total current assets |
$ | 871,797 | ||
Property and equipment, net |
2,281,526 | |||
Other noncurrent assets |
31,074 | |||
|
|
|||
Total assets acquired |
3,184,397 | |||
|
|
|||
Total current liabilities |
454,837 | |||
Long-term debt |
919,765 | |||
Deferred income taxes |
15,205 | |||
Other liabilities |
278,477 | |||
|
|
|||
Total liabilities assumed |
1,668,284 | |||
|
|
|||
Net assets acquired |
1,516,113 | |||
Goodwill |
234,523 | |||
|
|
|||
Total preliminary purchase price consideration |
$ | 1,750,636 | ||
|
|
Assuming 70% of Maersk Drilling Shares are acquired |
Assuming 90% of Maersk Drilling Shares are acquired |
|||||||
Year Ended December 31, 2021 |
Year Ended December 31, 2021 |
|||||||
Numerator |
||||||||
Net income |
$ | 375,146 | $ | 375,146 | ||||
Net income attributable to noncontrolling interest (1) |
104,558 | 34,853 | ||||||
|
|
|
|
|||||
Net income attributable to Topco |
270,588 | 340,293 | ||||||
|
|
|
|
|||||
Denominator |
||||||||
Basic shares: |
||||||||
Pro forma weighted average shares outstanding, basic, assuming 100% of Maersk Drilling Shares are acquired |
133,325 | 133,325 | ||||||
Less: Maersk Drilling Shares not acquired |
(19,989 | ) | (6,663 | ) | ||||
|
|
|
|
|||||
Pro forma weighted average shares outstanding, basic |
113,336 | 126,662 | ||||||
|
|
|
|
|||||
Diluted shares: |
||||||||
Pro forma weighted average shares outstanding, diluted, assuming 100% of Maersk Drilling Shares are acquired (2) |
138,241 | 138,241 | ||||||
Less: Maersk Drilling Shares not acquired |
(19,989 | ) | (6,663 | ) | ||||
|
|
|
|
|||||
Pro forma weighted average shares outstanding, diluted |
$ | 118,252 | $ | 131,578 | ||||
|
|
|
|
|||||
Net income per share attributable to Topco, basic |
$ | 2.39 | $ | 2.69 | ||||
Net income per share attributable to Topco, diluted |
$ | 2.29 | $ | 2.59 |
(1) | Net income attributable to noncontrolling interest on a pro forma basis is calculated by applying 30% and 10%, respectively, of noncontrolling interest ownership to Maersk Drilling pro forma net income determined as follows: |
Assuming 70% of Maersk Drilling Shares are acquired |
Assuming 90% of Maersk Drilling Shares are acquired |
|||||||
Year Ended December 31, 2021 |
Year Ended December 31, 2021 |
|||||||
Maersk Drilling Historical Adjusted (U.S. GAAP) |
$ | 73,164 | $ | 73,164 | ||||
Business Combination Transaction Accounting Adjustments (Note 3) |
275,363 | 275,363 | ||||||
|
|
|
|
|||||
Maersk Drilling pro forma net income |
$ | 348,527 | $ | 348,527 | ||||
|
|
|
|
|||||
Noncontrolling interest ownership percentage |
30 | % | 10 | % | ||||
|
|
|
|
|||||
Net income attributable to noncontrolling interest |
$ | 104,558 | $ | 34,853 | ||||
|
|
|
|
(2) | The diluted pro forma share count excludes the potentially dilutive effect of 11,097 out-of-the-money |
Twelve Months Ended December 31, 2021 |
||||
Removal of historical depreciation expense |
$ | (421,870 | ) | |
Pro forma depreciation expense |
108,975 | |||
|
|
|||
Pro forma adjustment for depreciation and amortization |
$ |
(312,895 |
) | |
|
|
Assuming no Cash Consideration Election |
||||
Twelve Months Ended December 31, 2021 |
||||
Numerator |
||||
Net income attributable to Topco |
$ | 375,146 | ||
|
|
|||
Denominator |
||||
Basic shares: |
||||
Topco Shares converted from Noble Shares |
60,152 | |||
Topco Shares converted from Noble Penny Warrants |
6,463 | |||
Topco Shares converted from vested Noble RSUs |
79 | |||
Topco Shares converted from Maersk Drilling Shares |
66,631 | |||
|
|
|||
Pro forma weighted average shares outstanding, basic |
133,325 | |||
|
|
|||
Diluted shares: |
||||
Pro forma weighted average shares outstanding, basic |
$ | 133,325 | ||
Dilutive effect of Topco Shares convertible from Noble in-the-money |
1,263 | |||
Dilutive effect of Topco Shares convertible from unvested Noble RSU Awards |
3,180 | |||
Dilutive effect of Topco Shares convertible from unvested Maersk Drilling RSU Awards |
473 | |||
|
|
|||
Pro forma weighted average shares outstanding, diluted (1) |
138,241 | |||
|
|
|||
Net income per share attributable to Topco, basic |
$ | 2.81 | ||
Net income per share attributable to Topco, diluted |
$ | 2.71 |
(1) | The diluted pro forma share count excludes the potentially dilutive effect of 11,097 out-of-the-money |
Common stock: |
||||
Add: Topco converted shares (at par of $0.00001) |
$ | (62,519 | ) | |
|
|
|||
Pro forma adjustment |
$ | (62,519 | ) | |
|
|
|||
Additional paid-in capital: |
||||
Add: Topco Shares issued (less par value) to acquire Maersk Drilling |
$ | 1,746,393 | ||
Add: Fair value of replacement Maersk Drilling RSU Awards attributable to the purchase price |
4,242 | |||
Add: Unrecognized compensation costs for vested equity settled Noble non-employee director RSUs |
882 | |||
|
|
|||
Pro forma adjustment |
$ | 1,751,517 | ||
|
|
|||
Retained earnings: |
||||
Remove Maersk Drilling balance |
$ | (5,067,944 | ) | |
Subtract: Estimated transaction costs for Business Combination. See adjustment (BB) |
(35,383 | ) | ||
Subtract: Unrecognized compensation costs for vested cash settled Noble non-employee director RSUs |
(1,767 | ) | ||
Subtract: Estimated Maersk Drilling cash-based transaction bonus |
(5,200 | ) | ||
|
|
|||
Pro forma adjustment |
$ | (5,110,294 | ) | |
|
|
Financial Statement Line Item |
Maersk Drilling Historical Presentation |
Maersk Drilling Historical as Presented |
||||||
Revenue |
$ | 1,267,136 | $ | — | ||||
Contract drilling services (revenue) |
— | 1,267,136 | ||||||
Cost of sales |
(920,945 | ) | — | |||||
Contract drilling services (expense) |
— | 859,839 | ||||||
General and administrative |
— | 80,106 | ||||||
Reimbursables |
— | 11,000 | ||||||
Reimbursables and other |
— | 30,000 | ||||||
Impairment losses/reversals |
11,034 | — | ||||||
Contract drilling services (expense) |
— | (11,034 | ) | |||||
Gain/loss on sale of non-current assets |
(256,292 | ) | — | |||||
Gain on sale of operating assets, net |
— | (256,292 | ) | |||||
Share of results in joint ventures |
(1,424 | ) | — | |||||
Interest income and other, net |
— | (1,424 | ) | |||||
Financial expenses |
(75,402 | ) | — | |||||
Interest expense, net of amounts capitalized |
— | (64,358 | ) | |||||
Interest income and other, net |
— | (11,044 | ) | |||||
Financial income |
14,265 | — | ||||||
Interest income and other, net |
— | 14,265 | ||||||
Tax |
(26,248 | ) | — | |||||
Income tax benefit (provision) |
— | (26,248 | ) |
Financial Statement Line Item |
Maersk Drilling Historical Presentation |
Maersk Drilling Historical as Presented |
||||||
Cash and bank balances |
$ | 556,753 | $ | — | ||||
Cash and cash equivalents |
— | 551,088 | ||||||
Prepaid expenses and other current assets |
— | 5,665 | ||||||
Trade receivables |
237,439 | — | ||||||
Accounts receivable, net |
— | 237,439 | ||||||
Derivatives (current) |
109 | — | ||||||
Prepaid expenses and other current assets |
— | 109 | ||||||
Other receivables |
54,192 | — | ||||||
Prepaid expenses and other current assets |
— | 12,509 | ||||||
Taxes receivable |
— | 23,018 | ||||||
Accounts receivable, net |
— | 18,665 | ||||||
Prepayments |
55,745 | — | ||||||
Prepaid expenses and other current assets |
— | 55,745 | ||||||
Intangible assets |
13,401 | — | ||||||
Property and equipment, at cost |
— | 10,607 | ||||||
Prepaid expenses and other current assets |
— | 2,794 | ||||||
Right-of-use |
23,223 | — | ||||||
Other assets |
— | 23,223 | ||||||
Deferred tax (asset) |
16,891 | — | ||||||
Other assets |
— | 16,891 | ||||||
Property, plant and equipment |
2,812,974 | — | ||||||
Property and equipment, at cost |
— | 9,411,016 | ||||||
Accumulated depreciation |
— | (6,598,042 | ) | |||||
Financial non-current assets, etc. |
6,703 | — | ||||||
Other assets |
— | 6,703 | ||||||
Trade payables |
164,158 | — | ||||||
Accounts payable |
— | 164,158 | ||||||
Deferred income |
39,981 | — | ||||||
Other current liabilities |
— | 39,981 | ||||||
Provisions (current) |
1,825 | — | ||||||
Other current liabilities |
— | 1,825 | ||||||
Borrowings, current |
136,504 | — | ||||||
Current maturities of long-term debt |
— | 130,097 | ||||||
Other current liabilities |
— | 6,407 | ||||||
Other payables |
64,980 | — | ||||||
Other current liabilities |
— | 18,872 | ||||||
Accrued payroll and related costs |
— | 33,728 | ||||||
Taxes payable |
— | 11,741 | ||||||
Interest payable |
— | 639 | ||||||
Tax payable |
51,600 | — | ||||||
Other liabilities |
— | 51,600 | ||||||
Borrowings, non-current |
925,685 | — | ||||||
Long-term debt |
— | 907,346 | ||||||
Other liabilities |
— | 18,339 | ||||||
Provisions (non-current) |
8,502 | — | ||||||
Other liabilities |
— | 8,502 | ||||||
Deferred tax (liability) |
26,305 | — | ||||||
Deferred income taxes |
— | 26,305 | ||||||
Derivatives (non-current) |
16,241 | — | ||||||
Other liabilities |
— | 16,241 | ||||||
Share capital |
62,520 | |||||||
Common stock |
— | 62,520 | ||||||
Reserves and retained earnings |
2,257,811 | — | ||||||
Retained earnings (accumulated deficit) |
— | 2,257,811 |
Twelve Months Ended December 31, 2021 |
||||
Elimination of Maersk Drilling’s historical interest on lease liabilities |
$ | 1,072 | ||
Elimination of Maersk Drilling’s historical depreciation on right-of-use |
(6,586 | ) | ||
Reclassification of amounts to general and administrative expense |
2,794 | |||
Reclassification of amounts to contract drilling services expense |
4,864 |
Twelve Months Ended December 31, 2021 | ||
Special items reclassified to merger and integration costs |
$7,592 | |
Special items reclassified to contract drilling services expense |
13,135 | |
| ||
Total Maersk Drilling special items |
$20,727 | |
|
As of December 31, 2021 |
||||
Pro forma Condensed Combined Balance Sheet |
||||
Increase to carrying amount of property and equipment |
$ | 3,751,931 | ||
Increase to accumulated depreciation |
(802,637 | ) | ||
Decrease to deferred income tax assets |
(8,184 | ) | ||
Increase to deferred income tax liabilities |
73,276 |
Twelve Months Ended December 31, 2021 |
||||
Pro forma Condensed Combined Statements of Operations |
||||
Increase to depreciation expense |
$ | 223,221 | ||
Cumulative adjustment to income tax benefit (provision) |
10,454 |
Noble Reorganization |
||||||||||||||||||||||||||||||||
Noble Predecessor Historical Period From January 1, 2021 through February 5, 2021 |
Noble Successor Historical Period From February 6, 2021 through December 31, 2021 |
Twelve Months Ended December 31, 2021 |
Reorganization Adjustments |
Fresh Start Adjustments |
Pro Forma Noble (including reorganization items, net) |
Removal of Noble Reorganization items, net |
Noble Post- reorganization Pro Forma |
|||||||||||||||||||||||||
Operating revenues |
||||||||||||||||||||||||||||||||
Contract drilling services |
$ | 74,051 | $ | 708,131 | $ | 782,182 | $ | — | $ | (5,210 | ) (c) | $ | 776,972 | $ | — | $ | 776,972 | |||||||||||||||
Reimbursables and other |
3,430 | 62,194 | 65,624 | — | — | 65,624 | — | 65,624 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
77,481 | 770,325 | 847,806 | — | (5,210 | ) | 842,596 | — | 842,596 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating costs and expense |
||||||||||||||||||||||||||||||||
Contract drilling services |
46,965 | 639,442 | 686,407 | 920 | (a) | — | 687,327 | — | 687,327 | |||||||||||||||||||||||
Reimbursables |
2,737 | 55,832 | 58,569 | — | — | 58,569 | — | 58,569 | ||||||||||||||||||||||||
Depreciation and amortization |
20,622 | 89,535 | 110,157 | — | (11,123 | ) (d) | 99,034 | — | 99,034 | |||||||||||||||||||||||
General and administrative |
5,727 | 62,476 | 68,203 | 803 | (a) | — | 69,006 | — | 69,006 | |||||||||||||||||||||||
Merger and integration costs |
— | 24,792 | 24,792 | — | — | 24,792 | — | 24,792 | ||||||||||||||||||||||||
Gain on sale of operating assets, net |
— | (185,934 | ) | (185,934 | ) | — | — | (185,934 | ) | — | (185,934 | ) | ||||||||||||||||||||
Hurricane losses |
— | 23,350 | 23,350 | — | — | 23,350 | — | 23,350 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
76,051 | 709,493 | 785,544 | 1,723 | (11,123 | ) | 776,144 | — | 776,144 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating income (loss) |
1,430 | 60,832 | 62,262 | (1,723 | ) | 5,913 | 66,452 | — | 66,452 | |||||||||||||||||||||||
Other income (expense) |
||||||||||||||||||||||||||||||||
Interest expense, net of amounts capitalized |
(229 | ) | (31,735 | ) | (31,964 | ) | (3,518 | ) (b) | — | (35,482 | ) | — | (35,482 | ) | ||||||||||||||||||
Gain on extinguishment of debt, net |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Interest income and other, net |
399 | 10,945 | 11,344 | — | — | 11,344 | — | 11,344 | ||||||||||||||||||||||||
Reorganization items, net |
252,051 | — | 252,051 | — | — | 252,051 | (252,051 | ) (k) | — | |||||||||||||||||||||||
Gain on bargain purchase |
— | 62,305 | 62,305 | — | — | 62,305 | — | 62,305 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Income (loss) from continuing operations before income taxes |
253,651 | 102,347 | 355,998 | (5,241 | ) | 5,913 | 356,670 | (252,051 | ) | 104,619 | ||||||||||||||||||||||
Income tax benefit (provision) |
(3,423 | ) | (365 | ) | (3,788 | ) | 353 | (e) | 1,094 | (e) | (2,341 | ) | — | (2,341 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income (loss) |
$ | 250,228 | $ | 101,982 | $ | 352,210 | $ | (4,888 | ) | $ | 7,007 | $ | 354,329 | $ | (252,051 | ) | $ | 102,278 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Basic net income (loss) per share |
$ | 1.00 | $ | 1.61 | ||||||||||||||||||||||||||||
Diluted net income (loss) per share |
$ | 0.98 | $ | 1.51 | ||||||||||||||||||||||||||||
Weighted average shares outstanding |
||||||||||||||||||||||||||||||||
Basic |
251,115 | 63,186 | ||||||||||||||||||||||||||||||
Diluted |
256,571 | 67,628 |
Pacific Drilling Merger |
||||||||||||||||||||||||
Noble Post- reorganization Pro Forma |
Pacific Successor Historical From January 1, 2021 through April 15, 2021 |
Pacific Drilling Merger Transaction Accounting Adjustments |
Noble / Pacific Pro Forma Combined |
Noble Rig Disposal Transaction Accounting Adjustments |
Noble Pro Forma |
|||||||||||||||||||
Operating revenues |
||||||||||||||||||||||||
Contract drilling services |
$ | 776,972 | $ | 30,893 | $ | — | $ | 807,865 | $ | (84,546 | ) (l) | $ | 723,319 | |||||||||||
Reimbursables and other |
65,624 | 1,791 | — | 67,415 | (1,874 | ) (l) | 65,541 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
842,596 | 32,684 | — | 875,280 | (86,420 | ) | 788,860 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating costs and expense |
||||||||||||||||||||||||
Contract drilling services |
687,327 | 43,586 | 2,108 | (f) | 733,021 | (56,746 | ) (l) | 676,275 | ||||||||||||||||
Reimbursables |
58,569 | 1,090 | — | 59,659 | (1,008 | ) (l) | 58,651 | |||||||||||||||||
Depreciation and amortization |
99,034 | 12,026 | (7,656 | ) (g) | 103,404 | (7,593 | ) (l) | 95,811 | ||||||||||||||||
General and administrative |
69,006 | 25,441 | — | 94,447 | — | 94,447 | ||||||||||||||||||
Merger and integration costs |
24,792 | — | — | 24,792 | — | 24,792 | ||||||||||||||||||
Gain on sale of operating assets, net |
(185,934 | ) | — | — | (185,934 | ) | — | (185,934 | ) | |||||||||||||||
Hurricane losses |
23,350 | — | — | 23,350 | — | 23,350 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
776,144 | 82,143 | (5,548 | ) | 852,739 | (65,347 | ) | 787,392 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income (loss) |
66,452 | (49,459 | ) | 5,548 | 22,541 | (21,073 | ) | 1,468 | ||||||||||||||||
Other income (expense) |
||||||||||||||||||||||||
Interest expense, net of amounts capitalized |
(35,482 | ) | (371 | ) | 371 | (h) | (35,482 | ) | 10,683 | (l)(m) | (24,799 | ) | ||||||||||||
Gain on extinguishment of debt, net |
— | (2,664 | ) | — | (2,664 | ) | — | (2,664 | ) | |||||||||||||||
Interest income and other, net |
11,344 | (25 | ) | — | 11,319 | — | 11,319 | |||||||||||||||||
Reorganization items, net |
— | — | — | — | — | — | ||||||||||||||||||
Gain on bargain purchase |
62,305 | — | — | 62,305 | — | 62,305 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income (loss) from continuing operations before income taxes |
104,619 | (52,519 | ) | 5,919 | 58,019 | (10,390 | ) | 47,629 | ||||||||||||||||
Income tax benefit (provision) |
(2,341 | ) | (263 | ) | (8 | ) (i) | (2,612 | ) | 1,544 | (l) | (1,068 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss) |
$ | 102,278 | $ | (52,782 | ) | $ | 5,911 | $ | 55,407 | $ | (8,846 | ) | $ | 46,561 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic net income (loss) per share |
$ | 0.70 | (j) | |||||||||||||||||||||
Diluted net income (loss) per share |
$ | 0.66 | (j) | |||||||||||||||||||||
Weighted average shares outstanding |
||||||||||||||||||||||||
Basic |
66,615 | (j) | ||||||||||||||||||||||
Diluted |
71,058 | (j) |
Twelve Months Ended December 31, 2021 |
||||
Reversal of Predecessor interest expense |
$ | (229 | ) | |
Pro forma interest on the Successor Revolving Credit Facility and Notes |
3,505 | |||
Amortization of Successor deferred financing costs |
242 | |||
|
|
|||
Pro forma adjustment for interest expense |
$ |
3,518 |
||
|
|
Twelve Months Ended December 31, 2021 |
||||
Removal of Predecessor depreciation expense |
$ | (20,622 | ) | |
Pro forma depreciation expense |
9,499 | |||
|
|
|||
Pro forma adjustment for depreciation and amortization |
$ |
(11,123 |
) | |
|
|
Financial Statement Line Item |
Pacific Historical Presentation |
Pacific Historical as Presented |
||||||
Contract drilling services |
$ | 1,791 | $ | — | ||||
Reimbursables and other |
— | 1,791 | ||||||
Operating expense |
44,959 | — | ||||||
Contract drilling services (expense) |
— | 43,586 | ||||||
Reimbursables |
— | 1,090 | ||||||
Depreciation and amortization |
— | 283 | ||||||
Other expense |
(25 | ) | — | |||||
Interest income and other, net |
— | (25 | ) |
Twelve Months Ended December 31, 2021 |
||||
Removal of historical depreciation expense |
$ | (12,026 | ) | |
Pro forma depreciation expense |
4,370 | |||
|
|
|||
Pro forma adjustment for depreciation and amortization |
$ |
(7,656 |
) | |
|
|
Twelve Months Ended December 31, 2021 | ||
Numerator |
||
Net income attributable to Noble |
$46,561 | |
| ||
Denominator |
||
Basic shares: |
||
Noble ordinary shares (excluding penny warrants) |
60,152 | |
Noble penny warrants |
6,463 | |
| ||
Pro forma weighted average shares outstanding, basic |
66,615 | |
| ||
Diluted shares: |
||
Pro forma weighted average shares outstanding, basic |
66,615 | |
Dilutive effect of Noble in-the-money |
1,263 | |
Dilutive effect from unvested Noble RSU Awards |
3,180 | |
| ||
Pro forma weighted average shares outstanding, diluted |
71,058 | |
| ||
Net income per share attributable to Noble, basic |
$0.70 | |
Net income per share attributable to Noble, diluted |
$0.66 |
• | operating revenues totaling $770.3 million; |
• | net income attributable to Noble Corporation of $102.0 million, or $1.51 per diluted share; |
• | net cash provided by operating activities totaling $51.6 million; |
• | successfully completed our financial restructuring and emerged from the Chapter 11 Cases with a substantially delevered balance sheet; and |
• | nothing drawn on the Revolving Credit Facility as of December 31, 2021 and cash of approximately $194.1 million. |
Year Ending December 31, (1) |
||||||||||||||||
Total |
2022 |
2023 |
2024 |
|||||||||||||
(In thousands) |
||||||||||||||||
Contract Drilling Services Backlog |
||||||||||||||||
Floaters (2)(3) |
$ | 1,065,168 | $ | 615,645 | $ | 448,226 | $ | 1,297 | ||||||||
Jackups |
169,619 | 165,044 | 4,575 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 1,234,787 | $ | 780,689 | $ | 452,801 | $ | 1,297 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Percent of Available Days Committed (4) |
||||||||||||||||
Floaters (3) |
62% | 43% | ** | |||||||||||||
Jackups |
52% | 2% | —% | |||||||||||||
Total |
58% | 26% | ** | |||||||||||||
|
|
|
|
|
|
** | Not a meaningful percentage. |
(1) | Represents a twelve-month period beginning January 1. Some of our drilling contracts provide customers with certain early termination rights and, in limited cases, those termination rights require minimal or no notice and minimal financial penalties. |
(2) | Two of our long-term drilling contracts with Shell, the Noble Globetrotter I Noble Globetrotter II |
(3) | Noble entered into a multi-year Commercial Enabling Agreement (the “CEA”) with ExxonMobil in February 2020. Under the CEA, dayrates earned by each rig will be updated at least twice per year to the projected market rate at the time the new rate goes into effect, subject to a scale-based discount and a performance bonus that appropriately aligns the interests of Noble and ExxonMobil. Under the CEA, the table above includes awarded and remaining term of two years related to each of the four following rigs: the Noble Tom Madden Noble Bob Douglas Noble Don Taylor Noble Sam Croft |
(4) | Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period by the product of the number of our rigs and the number of calendar days in such period. |
Average Rig Utilization (1) |
Operating Days (2) |
Average Dayrates (2) |
||||||||||||||||||||||||||||||||||
Successor |
Predecessor |
Successor |
Predecessor |
Successor |
Predecessor |
|||||||||||||||||||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
||||||||||||||||||||||||||||
Floaters (3) |
71 |
% |
86 |
% |
60 |
% |
2,561 |
216 |
2,354 |
$ |
208,443 |
$ |
231,745 |
$ |
208,723 |
|||||||||||||||||||||
Jackups (3) |
68 |
% |
58 |
% |
71 |
% |
2,545 |
252 |
3,147 |
88,742 |
95,212 |
132,722 |
||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Total (3) |
70 |
% |
68 |
% |
66 |
% |
5,106 |
468 |
5,501 |
$ |
148,780 |
$ |
158,228 |
$ |
165,276 |
|||||||||||||||||||||
|
|
|
|
|
|
(1) | We define utilization for a specific period as the total number of days our rigs are operating under contract, divided by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet, excluding newbuild rigs under construction. |
(2) | An operating day is defined as a calendar day during which a rig operated under a drilling contract. We define average dayrates as revenue from contract drilling services earned per operating day. Average dayrates have not been adjusted for the non-cash amortization related to favorable customer contract intangibles. |
(3) | Calculations in the above table include the rigs acquired from the Pacific Drilling Merger after the effective date of April 15, 2021. Calculations in the above table exclude the four jackups sold in the fourth quarter of 2021, following the closing of the sale on November 5, 2021. |
Successor |
Predecessor |
|||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
||||||||||
Operating revenues: |
||||||||||||
Contract drilling services |
$ | 708,131 | $ | 74,051 | $ | 909,236 | ||||||
Reimbursables and other (1) |
62,194 | 3,430 | 55,036 | |||||||||
|
|
|
|
|
|
|||||||
$ | 770,325 | $ | 77,481 | $ | 964,272 | |||||||
|
|
|
|
|
|
|||||||
Operating costs and expenses: |
||||||||||||
Contract drilling services |
$ | 639,442 | $ | 46,965 | $ | 567,487 | ||||||
Reimbursables (1) |
55,832 | 2,737 | 48,188 | |||||||||
Depreciation and amortization |
89,535 | 20,622 | 374,129 | |||||||||
General and administrative |
62,476 | 5,727 | 121,196 | |||||||||
Merger and integration costs |
24,792 | — | — | |||||||||
Gain on sale of operating assets, net |
(185,934 | ) | — | — | ||||||||
Hurricane losses and (recoveries), net |
23,350 | — | — | |||||||||
Pre-petition charges |
— | — | 14,409 | |||||||||
Loss on impairment |
— | — | 3,915,408 | |||||||||
|
|
|
|
|
|
|||||||
709,493 | 76,051 | 5,040,817 | ||||||||||
|
|
|
|
|
|
|||||||
Operating income (loss) |
$ | 60,832 | $ | 1,430 | $ | (4,076,545 | ) | |||||
|
|
|
|
|
|
(1) | We record reimbursements from customers for out-of-pocket |
Successor |
Predecessor |
|||||||||||||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
||||||||||||||||||||||||
Floaters |
Jackups |
Floaters |
Jackups |
Floaters |
Jackups |
|||||||||||||||||||||
Contract drilling services revenues |
$ | 482.3 | $ | 225.8 | $ | 50.1 | $ | 24.0 | $ | 491.4 | $ | 417.8 | ||||||||||||||
Utilization |
71 | % | 68 | % | 86 | % | 58 | % | 60 | % | 71 | % | ||||||||||||||
Operating Days |
2,561 | 2,545 | 216 | 252 | 2,354 | 3,147 | ||||||||||||||||||||
Average Dayrates |
$ | 208,443 | $ | 88,742 | $ | 231,745 | $ | 95,212 | $ | 208,723 | $ | 132,722 | ||||||||||||||
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Contracted rigs |
— Beginning |
7 | 11 | 7 | 11 | 7 | 13 | |||||||||||||||||||
— Ending |
9 | 6 | 7 | 11 | 7 | 11 | ||||||||||||||||||||
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Total rigs |
— Beginning |
7 | 12 | 7 | 12 | 12 | 13 | |||||||||||||||||||
— Acquired |
7 | — | — | — | — | — | ||||||||||||||||||||
— Disposed |
(2 | ) | (4 | ) | — | — | (5 | ) | (1 | ) | ||||||||||||||||
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— Ending |
12 | 8 | 7 | 12 | 7 | 12 | ||||||||||||||||||||
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• | as of December 31, 2021, Adjusted EBITDA (as defined in the Revolving Credit Agreement) is not permitted to be lower than $25.0 million for the four fiscal quarter periods ending on December 31, 2021; |
• | as of the last day of each fiscal quarter ending on or after March 31, 2022, the ratio of Adjusted EBITDA to Cash Interest Expense (as defined in the Revolving Credit Agreement) is not permitted to be less than (i) 2.00 to 1.00 for each four fiscal quarter period ending on or after March 31, 2022 until June 30, 2024, and (ii) 2.25 to 1.00 for each four fiscal quarter period ending thereafter; and |
• | for each fiscal quarter ending on or after June 30, 2021, the ratio of (i) Asset Coverage Aggregate Rig Value (as defined in the Revolving Credit Agreement) to (ii) the aggregate principal amount of loans and letters of credit outstanding under the Revolving Credit Facility (the “Asset Coverage Ratio”) as of the last day of any such fiscal quarter is not permitted to be less than 2.00 to 1.00. |
• | normal recurring operating expenses; |
• | fees and expenses related to the Chapter 11 Cases; and |
• | capital expenditures. |
• | normal recurring operating expenses; |
• | planned and discretionary capital expenditures; |
• | repurchase, redemptions or repayments of debt and interest; and |
• | certain contractual cash obligations and commitments. |
• | $65.0 million for sustaining capital; |
• | $70.1 million in major projects, including subsea and other related projects; |
• | $2.0 million for capitalized interest; and |
• | $22.8 million for rebillable capital and contract modifications. |
• | $1.5 million for sustaining capital; |
• | $2.1 million in major projects, including subsea and other related projects; and |
• | $6.7 million for rebillable capital and contract modifications. |
Successor |
Predecessor |
|||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Current assets |
$ | 333,127 | $ | 461,587 | ||||
Amounts due from non-guarantor subsidiaries, current |
5,150,694 | 5,552,158 | ||||||
Noncurrent assets |
1,214,111 | 3,590,865 | ||||||
Amounts due from non-guarantor subsidiaries, noncurrent |
646,778 | 1,045,237 | ||||||
Current liabilities |
189,177 | 159,601 | ||||||
Amounts due from non-guarantor subsidiaries, current |
5,254,540 | 5,532,634 | ||||||
Noncurrent liabilities |
281,218 | 120,033 | ||||||
Amounts due from non-guarantor subsidiaries, noncurrent |
168,873 | 480,460 |
Successor (1) Obligors |
Predecessor (2) Obligors |
|||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
||||||||||
Operating revenues |
$ | 615,432 | $ | 70,584 | $ | 895,295 | ||||||
Operating costs and expenses |
480,367 | 63,255 | 4,320,475 | |||||||||
Income (loss) from continuing operations before income taxes |
111,251 | (2,303,528 | ) | (3,414,898 | ) | |||||||
Net income (loss) |
99,011 | (2,318,932 | ) | (3,468,407 | ) |
(1) | Includes operating revenue of $31.3 million, operating costs and expenses of $17.1 million and other expense of $26.3 million attributable to transactions with non-guarantor subsidiaries for the period from February 6, 2021 through December 31, 2021. |
(2) | Includes operating revenue of $3.8 million, operating costs and expenses of $1.1 million and other expense of $(1.2) million attributable to transactions with non-guarantor subsidiaries for the period from January 1, 2021 through February 5, 2021. Includes operating revenue of $88.2 million, operating costs and expenses of $23.7 million and other expense of $3.3 million attributable to transactions with non-guarantor subsidiaries for the year ended December 31, 2020. |
• | contract duration extending over a specific period of time or a period necessary to drill a defined number of wells; |
• | payment of compensation to us (generally in US Dollars although some customers, typically national oil companies, require a part of the compensation to be paid in local currency) on a “daywork” basis, so that we receive a fixed amount for each day (“dayrate”) that the drilling unit is operating under contract |
(a lower rate or no compensation is payable during periods of equipment breakdown and repair or adverse weather or in the event operations are interrupted by other conditions, some of which may be beyond our control); |
• | provisions permitting early termination of the contract by the customer (i) if the unit is lost or destroyed, (ii) if operations are suspended for a specified period of time due to breakdown of equipment or breach of contract or (iii) for convenience with the payment of contractually specified termination amounts; |
• | provisions allowing the impacted party to terminate the contract if specified “force majeure” events beyond the contracting parties’ control occur for a defined period of time; |
• | payment by us of the operating expenses of the drilling unit, including labor costs and the cost of incidental supplies; |
• | provisions that allow us to recover our mobilization and demobilization costs associated with moving a drilling unit from one regional location to another which, under certain market conditions, may not allow us to receive full reimbursement of such costs; |
• | provisions that allow us to recover certain cost increases from our customers in certain long-term contracts; and |
• | provisions that require us to lower dayrates for documented cost decreases in certain long-term contracts. |
Name |
Make |
Year Built or Rebuilt (1) |
Water Depth Rating (feet) (2) |
Drilling Depth Capacity (feet) |
Location |
Status (3) |
||||||||||||||||||
Floaters—12 |
||||||||||||||||||||||||
Drillships—11 |
||||||||||||||||||||||||
Noble Bob Douglas |
GustoMSC P10000 | 2013 N | 12,000 | 40,000 | Guyana | Active | ||||||||||||||||||
Noble Don Taylor |
GustoMSC P10000 | 2013 N | 12,000 | 40,000 | Guyana | Active | ||||||||||||||||||
Noble Faye Kozack |
|
Samsung 120000 Double Hull |
|
2013 N | 12,000 | 40,000 | US Gulf of Mexico | Active | ||||||||||||||||
Noble Gerry de Souza |
|
Samsung 120000 Double Hull |
|
2011 N | 12,000 | 40,000 | Trinidad and Tobago | Active | ||||||||||||||||
Noble Globetrotter I |
Globetrotter Class | 2011 N | 10,000 | 30,000 | US Gulf of Mexico | Active | ||||||||||||||||||
Noble Globetrotter II |
Globetrotter Class | 2013 N | 10,000 | 30,000 | US Gulf of Mexico | Active | ||||||||||||||||||
Noble Sam Croft |
GustoMSC P10000 | 2014 N | 12,000 | 40,000 | Guyana | Active | ||||||||||||||||||
Noble Stanley Lafosse |
|
Samsung 120000 Double Hull |
|
2014 N | 12,000 | 40,000 | US Gulf of Mexico | Active | ||||||||||||||||
Noble Tom Madden |
GustoMSC P10000 | 2014 N | 12,000 | 40,000 | Guyana | Active | ||||||||||||||||||
Pacific Meltem |
|
Samsung 120000 Double Hull |
|
2014 N | 12,000 | 40,000 | Las Palmas | Stacked | ||||||||||||||||
Pacific Scirocco |
|
Samsung 120000 Double Hull |
|
2011 N | 12,000 | 40,000 | Las Palmas | Stacked | ||||||||||||||||
Semisubmersibles—1 |
|
|||||||||||||||||||||||
Noble Clyde Boudreaux |
|
F&G 9500 Enhanced Pacesetter |
|
2007 R | 10,000 | 35,000 | Malaysia | Stacked | ||||||||||||||||
Independent Leg Cantilevered Jackups—8 |
|
|||||||||||||||||||||||
Noble Hans Deul (4) |
F&G JU-2000E | 2008 N | 400 | 30,000 | UK | Active | ||||||||||||||||||
Noble Houston Colbert (4) |
F&G JU-3000N | 2014 N | 400 | 30,000 | UK | Available | ||||||||||||||||||
Noble Lloyd Noble (4) |
|
GustoMSC CJ70- x150-ST |
2016 N | 500 | 32,000 | Norway | Active | |||||||||||||||||
Noble Mick O’Brien (4) |
F&G JU-3000N | 2013 N | 400 | 30,000 | Qatar | Active | ||||||||||||||||||
Noble Regina Allen (4) |
F&G JU-3000N | 2013 N | 400 | 30,000 | Trinidad and Tobago | Active | ||||||||||||||||||
Noble Sam Hartley (4) |
F&G JU-3000N | 2014 N | 400 | 30,000 | UK | Active | ||||||||||||||||||
Noble Sam Turner (4) |
F&G JU-3000N | 2014 N | 400 | 30,000 | Denmark | Active | ||||||||||||||||||
Noble Tom Prosser (4) |
F&G JU-3000N | 2014 N | 400 | 30,000 | Australia | Active |
(1) | Rigs designated with an “R” were modified, refurbished or otherwise upgraded in the year indicated by capital expenditures of an amount deemed material by management. Rigs designated with an “N” are newbuilds. |
(2) | Rated water depth for drillships and semisubmersibles reflects the maximum water depth for which a floating rig has been designed for drilling operations. |
(3) | Rigs listed as “active” are operating, preparing to operate or under contract; rigs listed as “available” are actively seeking contracts and may include those that are idle or warm stacked; rigs listed as “shipyard” are in a shipyard for construction, repair, refurbishment or upgrade; rigs listed as “stacked” are idle without a contract and have reduced or no crew and are not actively marketed in present market conditions. |
(4) | Harsh environment capability. |
Successor |
Predecessor |
|||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019(1) |
|||||||||||||
Royal Dutch Shell plc |
13.3 | % | 30.0 | % | 21.7 | % | 36.5 | % | ||||||||
Exxon Mobil Corporation |
39.1 | % | 29.8 | % | 26.6 | % | 13.7 | % | ||||||||
Equinor ASA |
3.1 | % | 5.2 | % | 14.3 | % | 13.1 | % | ||||||||
Saudi Arabian Oil Company |
9.8 | % | 13.9 | % | 13.8 | % | 11.9 | % |
(1) | Excluding the Noble Bully II |
• | Amended and Restated Articles of Association (the “Articles”); |
• | Code of Conduct; |
• | Corporate Governance Guidelines; |
• | Audit Committee Charter; |
• | Compensation Committee Charter; |
• | Nominating, Governance and Sustainability Committee Charter; |
• | Finance Committee Charter; and |
• | Sustainability Report. |
Name |
Age |
Position with Noble Parent | ||
Robert W. Eifler |
42 | Director, President and Chief Executive Officer | ||
Paul Aronzon |
67 | Director | ||
Patrick J. Bartels, Jr. |
46 | Director | ||
Alan J. Hirshberg |
60 | Director | ||
Ann D. Pickard |
66 | Director | ||
Charles M. Sledge |
56 | Director and Chairman of the Board | ||
Melanie M. Trent |
57 | Director | ||
Richard B. Barker |
40 | Senior Vice President and Chief Financial Officer | ||
William E. Turcotte |
58 | Senior Vice President, General Counsel and Corporate Secretary | ||
Blake A. Denton |
43 | Vice President, Marketing and Contracts | ||
Joey M. Kawaja |
48 | Vice President of Operations |
Name |
Title | |
Robert W. Eifler |
President and Chief Executive Officer | |
Richard B. Barker |
Senior Vice President and Chief Financial Officer | |
William E. Turcotte |
Senior Vice President, General Counsel and Corporate Secretary | |
Joey M. Kawaja |
Vice President of Operations | |
Blake A. Denton |
Vice President, Marketing and Contracts |
• | We pay for performance — a meaningful portion of NEO pay is contingent on attaining pre-established performance goals. |
• | We mandate that at least 60% of all NEO annual equity awards be subject to attaining pre-established performance goals. |
• | We require executives to maintain significant stock ownership. |
• | We have a robust clawback provision enabling us to recoup previously paid cash and equity incentive compensation from our executive officers upon the occurrence of certain events. |
• | We consult with independent compensation consultants when designing our compensation program and setting target levels of performance. |
• | We prohibit pledging or hedging of Noble Parent shares. |
• | We require a double trigger for cash severance benefits upon a change of control. |
• | We prohibit repricing or buyout of underwater options. |
• | Support the Company’s growth strategy including acquiring and integrating assets and companies to drive long-term shareholder value creation. |
• | Attract, retain, and motivate key executives capable of managing a complex, global business in a challenging and cyclical industry, by providing market competitive total compensation opportunities. |
• | Emphasize a strong link between pay and performance with predefined short and long-term performance metrics that place the majority of total compensation at risk. |
• | Align executive and shareholder interests by establishing market-relevant metrics, including focus on strategic ESG initiatives that drive shareholder value creation and address stakeholder expectations. |
• | Base pay |
• | Annual short-term incentive compensation |
• | Long-term incentive compensation. |
• | Performance-based long-term incentive awards |
• | Time-based long-term incentive awards pro-rata over a three-year period. TVRSUs represent 40% of the NEO equity awards. |
• | Benefits |
Bristow Group Inc. | ChampionX Corporation | Chart Industries, Inc. | ||
Eagle Materials Inc. | Helix Energy Solutions Group, Inc. | Helmerich & Payne, Inc. | ||
MRC Global Inc. | Nabors Industries, Ltd. | NOV Inc. | ||
Oceaneering International, Inc. | Patterson-UTI Energy, Inc. |
Tidewater Inc. | ||
Transocean Ltd. |
Name |
2021 Base Salary |
|||
Robert W. Eifler (1) |
$ | 800,000 | ||
Richard B. Barker |
$ | 475,000 | ||
William E. Turcotte |
$ | 470,000 | ||
Joey M. Kawaja |
$ | 330,000 | ||
Blake A. Denton |
$ | 300,000 |
(1) | The Board approved a base salary increase for Mr. Eifler effective February 16, 2021 from $675,000. |
Component of Performance Bonus |
How Determined |
Weighting of Component |
2021 Target |
Threshold/Target/Maximum |
Bonus Pool Multiple | |||||
Financial Efficiency Measure |
Adjusted Free Cash Flow |
35% |
($154 million) |
Threshold: ($182 million) |
0.5 | |||||
Target: ($154 million) | 1 | |||||||||
Maximum: ($88 million) | 2 | |||||||||
Contract Drilling Margin less G&A relative to goal | 35% |
10.50% |
Threshold: 7.50% |
0.5 | ||||||
Target: 10.50% | 1 | |||||||||
Maximum: 14.70% | 2 | |||||||||
Safety Performance Measure |
TRIR relative to goal |
10% |
0.35 (measured pursuant to the guidelines set for by the International Association of Drilling Contractors “IADC”) |
Threshold: ≤ 0.40 |
0.5 | |||||
Target: ≤ 0.35 | 1 | |||||||||
Maximum: ≤ 0.30 | 2 | |||||||||
Loss of Primary Containment (LOPC) | 10% | 0.43 | Threshold: ≤ 0.55 |
0.5 | ||||||
Target: ≤ 0.43 | 1 | |||||||||
Maximum: ≤ 0.30 | 2 | |||||||||
Strategic |
Finalizing measurable ESG goals to be included in the Sustainability Report and publishing the report | 10% | Committee Discretion | Threshold: 0.50 |
0.5 | |||||
Target: 1.00 | 1 | |||||||||
Maximum: 2.00 | 2 |
Component of Performance Bonus |
Actual 2021 Results |
Bonus Pool Multiple |
Component Payout (Weighting X Bonus Pool Multiple) |
|||||
Adjusted Free Cash Flow |
($95 million) | 1.89 | 0.66 | |||||
Contact Drilling Margin Less G&A |
10.85% | 1.08 | 0.38 | |||||
TRIR Measure |
0.37 | 0.80 | 0.08 | |||||
Loss of Primary Containment (LOPC) |
0.20 | 2.00 | 0.20 | |||||
Finalizing measurable ESG goals to be included in the Sustainability Report and the publishing the report |
Weighted at Target | 1.00 | 0.10 | |||||
Goal Achievement |
1.42 |
Name |
Target |
|||
Robert W. Eifler |
110 | % | ||
Richard B. Barker |
75 | % | ||
William E. Turcotte |
70 | % | ||
Joey M. Kawaja |
60 | % | ||
Blake A. Denton |
60 | % |
Name |
2021 Salary |
X |
STIP Target |
X |
Award Factor (1) |
X |
Individual Achievement (1) |
2021 STIP |
||||||||||||||||||||||||
Robert W. Eifler |
$ | 800,000 | X | 110 | % | X | 1.34 | X | 1.00 | $ | 1,179,200 | |||||||||||||||||||||
Richard B. Barker |
$ | 475,000 | X | 75 | % | X | 1.34 | X | 1.00 | $ | 477,375 | |||||||||||||||||||||
William E. Turcotte |
$ | 470,000 | X | 70 | % | X | 1.34 | X | 1.00 | $ | 440,860 | |||||||||||||||||||||
Joey M. Kawaja |
$ | 330,000 | X | 60 | % | X | 1.34 | X | 1.00 | $ | 265,320 | |||||||||||||||||||||
Blake A. Denton (2) |
$ | 300,000 | X | 60 | % | X | 1.34 | X | 1.00 | $ | 241,200 |
(1) | Award factor resulted in multiplier of 1.42 overall. For the NEOs, the award factor was reduced for operational performance matters. Individual achievement goals were determined at target or a 1 multiple. |
(2) | Mr. Denton was named an executive officer on February 5, 2021 upon emergence. |
• | Strengthen alignment with the interests of our new shareholders; |
• | Support a strong performance-based culture; and |
• | Enhance the ability to retain key talent through the post-emergence period. |
Name |
Award Values @ $13.46 |
Award Values @ $20.15 |
||||||
Robert W. Eifler |
$ | 10,080,221 | $ | 15,090,375 | ||||
Richard B. Barker |
$ | 2,767,241 | $ | 4,142,639 | ||||
William E. Turcotte |
$ | 2,145,389 | $ | 3,211,709 | ||||
Joey M. Kawaja |
$ | 1,243,704 | $ | 1,861,860 | ||||
Blake A. Denton |
$ | 1,243,704 | $ | 1,861,860 |
Name |
Award Values @ $13.46 |
Award Values @ $16.44 |
||||||
Robert W. Eifler |
$ | 6,720,147 | $ | 8,207,966 | ||||
Richard B. Barker |
$ | 1,844,828 | $ | 2,253,266 | ||||
William E. Turcotte |
$ | 1,430,260 | $ | 1,746,914 | ||||
Joey M. Kawaja |
$ | 829,136 | $ | 1,012,704 | ||||
Blake A. Denton |
$ | 829,136 | $ | 1,012,704 |
Plan |
Description & Eligibility |
Benefits & Vesting | ||
401(k) and Profit Sharing Plan | Qualified defined contribution plan that enables qualified employees, including NEOs, to save for retirement through a tax-advantaged combination of employee and Company contributions. |
Following the discontinuation of matching contributions in 2020 in connection with the Chapter 11 Cases, effective March 1, 2021, the Company reinstated the matching contributions at the rate of $0.70 to $1.00 per $1.00 (up to 3% of base pay) depending on years of service. The Company did not make an annual discretionary profit sharing contribution for 2021. |
Plan |
Description & Eligibility |
Benefits & Vesting | ||
401(k) Savings Restoration Plan | Unfunded, nonqualified employee benefit plan under which specified employees may defer compensation in excess of 401(k) plan limits. | Vesting and, to the extent an employee is prohibited from participating in the 401(k) Savings Plan, matching provisions mirror 401(k) Savings Plan. The Company did not offer enrollment in the plan for 2022. | ||
Salaried Employees’ Retirement Plan | Qualified defined benefit pension plan available to participants originally hired on or before July 31, 2004. | Benefits are determined by years of service and average monthly compensation near retirement. The plan was amended effective December 31, 2016 to cease future benefit accruals. | ||
Retirement Restoration Plan | Unfunded, nonqualified defined benefit pension plan available to participants originally hired on or before July 31, 2004. | Eligible compensation in excess of IRS (as defined herein) annual compensation limit for a given year is considered in the Retirement Restoration Plan. The plan was amended effective December 31, 2016 to cease future benefit accruals. |
Position |
Minimum Ownership Thresholds | |
Chief Executive Officer | 6.0 Times Then-Current Base Salary | |
Senior Vice President | 3.0 Times Then-Current Base Salary | |
Vice President | 1.0 Times Then-Current Base Salary | |
Non-Executive Director |
5.0 Times Then-Current Annual Retainer |
Name and Principal Position |
Year |
Salary |
Bonus (1) |
Stock Awards (2)(3) |
Option Awards |
Non-Equity Incentive Plan Compensation (4) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings (5) |
All Other Compensation |
Total |
|||||||||||||||||||||||||||
Robert W. Eifler: President and Chief Executive Officer | | |||||||||||||||||||||||||||||||||||
2021 | $ | 800,000 | $ | — | $ | 23,298,341 | $ | — | $ | 1,179,200 | $ | — | $ | 8,600 | (8) | $ | 25,286,141 | |||||||||||||||||||
2020 | $ | 560,534 | $ | 1,545,200 | $ | 1,114,516 | $ | — | $ | 1,637,700 | $ | — | $ | 24,336 | (8) | $ | 4,882,286 | |||||||||||||||||||
2019 | $ | 360,417 | $ | — | $ | 683,038 | $ | — | $ | 399,000 | $ | — | $ | 40,062 | (8) | $ | 1,482,517 | |||||||||||||||||||
Richard B. Barker: Senior Vice President and Chief Financial Officer | | |||||||||||||||||||||||||||||||||||
2021 | $ | 475,000 | $ | — | $ | 6,395,905 | $ | — | $ | 477,375 | $ | — | $ | 5,888 | (9) | $ | 7,354,168 | |||||||||||||||||||
2020 | $ | 360,361 | $ | 1,630,000 | $ | 180,000 | $ | — | $ | 686,250 | $ | — | $ | 2,975 | (9) | $ | 2,859,586 | |||||||||||||||||||
William E. Turcotte: Senior Vice President, General Counsel, and Corporate Secretary | | |||||||||||||||||||||||||||||||||||
2021 | $ | 470,000 | $ | — | $ | 4,958,623 | $ | — | $ | 440,860 | $ | — | $ | 6,687 | (10) | $ | 5,876,170 | |||||||||||||||||||
2020 | $ | 470,000 | $ | 1,195,000 | $ | 440,323 | $ | — | $ | 604,000 | $ | — | $ | 21,498 | (10) | $ | 2,730,821 | |||||||||||||||||||
2019 | $ | 469,167 | $ | — | $ | 1,044,653 | $ | — | $ | 493,500 | $ | — | $ | 33,354 | (10) | $ | 2,040,674 | |||||||||||||||||||
Joey M. Kawaja: Vice President of Operations (6) | | |||||||||||||||||||||||||||||||||||
2021 | $ | 330,000 | $ | — | $ | 2,874,564 | $ | — | $ | 265,320 | $ | — | (14) | $ | 8,870 | (11) | $ | 3,478,754 | ||||||||||||||||||
2020 | $ | 280,167 | $ | 323,775 | $ | 110,081 | $ | — | $ | 188,025 | $ | 90,760 | $ | 14,003 | (11) | $ | 1,006,811 | |||||||||||||||||||
Blake A. Denton: Vice President, Marketing and Contracts | | |||||||||||||||||||||||||||||||||||
2021 | $ | 300,000 | $ | — | $ | 2,874,564 | $ | — | $ | 241,200 | $ | — | $ | 8,333 | (12) | $ | 3,424,097 | |||||||||||||||||||
Julie J. Robertson: Former Executive Chairman; former President and Chief Executive Officer (7) | | |||||||||||||||||||||||||||||||||||
2021 | $ | 51,283 | $ | — | $ | — | $ | — | $ | — | $ | — | (14) | $ | 8,743,835 | (13) | $ | 8,795,118 | ||||||||||||||||||
2020 | $ | 649,388 | $ | — | $ | 1,322,559 | $ | — | $ | 500,000 | $ | 839,291 | $ | 3,910,781 | (13) | $ | 7,222,019 | |||||||||||||||||||
2019 | $ | 882,083 | $ | — | $ | 4,771,239 | $ | — | $ | 1,947,000 | $ | 1,092,894 | $ | 255,428 | (13) | $ | 8,948,644 |
Name |
OCAP Retention (1) |
Other Retention (1) |
Intended Value of Stock Awards (2) |
2021 STIP (3) |
OCAP Performance (3) |
July 2020 Cash Payments |
||||||||||||||||||
Robert W. Eifler |
$ | 895,200 | $ | 650,000 | $ | 1,000,000 | $ | 742,500 | $ | 895,200 | $ | 4,182,900 | ||||||||||||
Richard B. Barker |
$ | 330,000 | $ | 1,300,000 | $ | 180,000 | $ | 356,250 | $ | 330,000 | $ | 2,496,250 | ||||||||||||
William E. Turcotte |
$ | 275,000 | $ | 920,000 | $ | 440,400 | $ | 329,000 | $ | 275,000 | $ | 2,239,400 | ||||||||||||
Joey M. Kawaja |
$ | 68,775 | $ | 255,000 | $ | 110,050 | $ | 119,250 | $ | 68,775 | $ | 621,850 |
(1) | The cash performance bonuses awarded under the STIP are disclosed in the Non-Equity Incentive Plan column. |
(2) | Represents the grant date fair value of the awards in accordance with FASB ASC Topic 718 including PVRSUs and TVRSUs emergence awards granted on February 19, 2021. With respect to PVRSUs, amounts are based on probable achievement level of the underlying performance conditions as of the grant date. See “Note 9—Equity” of the Audited Financial Statements included elsewhere in this prospectus for a description of the assumptions made in our valuation of restricted stock units and stock option awards. In July 2020, the awards were cancelled and the intended value of the awards was paid in cash, subject to certain clawback obligations. As the conditions of retaining the awards were achieved, the awards are not subject to repayment.. |
(3) | The Driller Peer Group used as a benchmark for 2019 and 2020 PVRSU awards or performance vested cash incentive awards in lieu of PVRSUs included Diamond Offshore Drilling, Inc. Transocean Ltd., Valaris plc, and Seadrill. We used the Driller Peer Group to measure our performance for the vesting of performance based long-term equity incentives prior to our filing for Chapter 11. |
(4) | The cash performance bonuses awarded under the STIP. |
(5) | The amounts in this column represent the aggregate change in the actuarial present value of each NEO’s accumulated benefit under the Noble Services Company LLC Salaried Employees’ Retirement Plan and the Noble Services Company LLC Retirement Restoration Plan for the year. There are no deferred compensation earnings reported in this column, as the Company’s nonqualified deferred compensation plans do not provide above-market or preferential earnings on deferred compensation, |
(6) | Mr. Kawaja, who formerly served as Regional Manager of the Americas, was appointed Vice President of Operations of the Company effective October 7, 2020. |
(7) | Effective as of the close of the Company’s Annual General Meeting of Shareholders held on May 21, 2020, Ms. Robertson stepped down from her positions of President and Chief Executive Officer of the Company and transitioned to the position of Executive Chairman, and Mr. Eifler, who formerly served as Senior Vice President—Commercial, succeeded Ms. Robertson as President and Chief Executive Officer. On February 5, 2021, when the Company successfully completed its financial restructuring and the Debtors emerged from the Chapter 11 Cases, Ms. Robertson retired from her position as Executive Chairman. Ms. Robertson did not receive any equity awards in 2021 or hold any equity awards at the time of her termination. |
(8) | The amount in the All Other Compensation column includes Company contributions to the Noble Services Company LLC 401(k) ($4,000 for 2021), the Noble Services Company LLC 401(k) and Profit Sharing Plan ($13,897 for 2020, and $15,618 for 2019), foreign tax payments in connection with a former expatriate assignment ($297 for 2020, and $17,109 for 2019), and premiums paid by the Company for life, AD&D, long term disability, and business travel and accident insurance and for tax preparation services. |
(9) | The amount in the All Other Compensation column includes Company contributions to the Noble Services Company LLC 401(k) ($2,951 for 2021), the Noble Services Company LLC 401(k) and Profit Sharing Plan ($1,166 for 2020) and premiums paid by the Company for life, AD&D, long term disability, and business travel and accident insurance. |
(10) | The amount in the All Other Compensation column includes Company contributions to the Noble Services Company LLC 401(k) ($3,525 for 2021), the Noble Services Company LLC 401(k) and Profit Sharing Plan ($17,350 for 2020, and $17,200 for 2019), dividend equivalents ($11,353 for 2019), and premiums paid by the Company for life, AD&D, long term disability, and business travel and accident insurance. |
(11) | The amount in the All Other Compensation column includes Company contributions to the Noble Services Company LLC 401(k) ($5,775 for 2021), the Noble Services Company LLC 401(k) and Profit Sharing Plan ($11,908 for 2020), and premiums paid by the Company for life, AD&D, long term disability, and business travel and accident insurance. |
(12) | The amount in the All Other Compensation column includes Company contributions to the Noble Services Company LLC 401(k) and Profit Sharing Plan ($5,250), and premiums paid by the Company for life, AD&D, long term disability, and business travel and accident insurance. |
(13) | For 2021, the amount in the All Other Compensation column includes two retirement plan distributions one on August 13, 2021 in the amount of $3,473,135 from the Noble Services Company LLC 401(k) Savings Restoration Plan and the other on September 1, 2021 in the amount of $5,208,388 from The Noble Services Company LLC Retirement Restoration Plan; vacation payment of $57,691, tax preparation fees of $4,319, and premiums paid by the Company for life, AD&D, long term disability, and business travel and accident insurance. The amount in the All Other Compensation column includes $3,850,000 payable pursuant to a Transition Agreement entered into with Julie J. Robertson in connection with her transition to the position of Executive Chairman (the “Transition Agreement”), Company contributions to the Noble Services Company LLC 401(k) and Profit Sharing Plan ($22,700 for 2020, and $22,300 for 2019), foreign tax payments $20,796 for 2020, and $194,898 for 2019), dividend equivalents ($20,086 for 2019), and premiums paid by the Company for life, AD&D, long term disability, and business travel and accident insurance and for tax preparation services. |
(14) | Pension and nonqualified deferred compensation accounts incurred losses during 2021 as follows: Mr. Kawaja—($61,243) and Ms. Robertson—($6,450,903). |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Target ($)(1) |
Estimated Future Payouts Under Equity Incentive Plan Awards (2) |
All Other Stock Awards: Number of shares of Stock or Units (#)(3) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards ($/Sh) |
Grant Date Fair Value of Stock and Option Awards (4) |
|||||||||||||||||||||||||||||||
Name |
Grant Date |
Threshold |
Target |
Maximum |
||||||||||||||||||||||||||||||||
Robert W. Eifler |
2/19/2021 | $ | 880,000 | 374,451 | 748,902 | 1,497,804 | 499,268 | — | $ | — | $ | 23,298,341 | ||||||||||||||||||||||||
Richard B. Barker |
2/19/2021 | $ | 356,250 | 102,795 | 205,590 | 411,180 | 137,060 | — | $ | — | $ | 6,395,905 | ||||||||||||||||||||||||
William E. Turcotte |
2/19/2021 | $ | 329,000 | 79,695 | 159,390 | 318,780 | 106,260 | — | $ | — | $ | 4,958,623 | ||||||||||||||||||||||||
Joey M. Kawaja |
2/19/2021 | $ | 198,000 | 46,200 | 92,400 | 184,800 | 61,600 | — | $ | — | $ | 2,874,564 | ||||||||||||||||||||||||
Blake A. Denton |
2/19/2021 | $ | 180,000 | 46,200 | 92,400 | 184,800 | 61,600 | — | $ | — | $ | 2,874,564 |
(1) | Represents the dollar value of the target amount of Performance Bonuses awarded under the STIP. The Performance Bonus awarded to the NEOs under the STIP is set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |
(2) | Represents the number of PVRSUs awarded during the year ended December 31, 2021 under the 2021 Noble Corporation Long-Term Incentive Plan. Threshold equals 50% of target and maximum equals 200% of target. |
(3) | Represents the number of TVRSUs awarded during the year ended December 31, 2021 under the 2021 Noble Corporation Long-Term Incentive Plan. TVRSUs vested over three years, with one-third vesting per year on each anniversary of the grant date. |
(4) | Represents the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. |
Stock Awards |
||||||||||||||||
Name |
Number of Shares or Units of Stock That Have Not Vested (#)(1) |
Market Value of Shares or Units of Stock That Have Not Vested ($)(2) |
Equity Incentive Plan Awards: Number of Unearned Shares, Share Units or Other Rights That Have Not Vested (#)(3) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Share Units or Other Rights That Have Not Vested (#)(4) |
||||||||||||
Robert W. Eifler |
499,268 | $ | 8,207,966 | 748,902 | $ | 15,090,375 | ||||||||||
Richard B. Barker |
137,060 | $ | 2,253,266 | 205,590 | $ | 4,142,639 | ||||||||||
William E. Turcotte |
106,260 | $ | 1,746,914 | 159,390 | $ | 3,211,709 | ||||||||||
Joey M. Kawaja |
61,600 | $ | 1,012,704 | 92,400 | $ | 1,861,860 | ||||||||||
Blake A. Denton |
61,600 | $ | 1,012,704 | 92,400 | $ | 1,861,860 |
(1) | Total number of TVRSUs emergence grant in February 2021. |
(2) | The grant date value of TVRSUs. |
(3) | Total number of PVRSUs emergence grant in February 2021. |
(4) | The grant date value of PVRSUs |
Option Awards |
Stock Awards |
|||||||||||||||
Name |
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) |
||||||||||||
Robert W. Eifler |
— | $ | — | — | $ | — | ||||||||||
Julie J. Robertson |
— | $ | — | — | $ | — | ||||||||||
Richard B. Barker |
— | $ | — | — | $ | — | ||||||||||
William E. Turcotte |
— | $ | — | — | $ | — | ||||||||||
Joey M. Kawaja |
— | $ | — | — | $ | — | ||||||||||
Barry M. Smith |
— | $ | — | — | $ | — |
Name |
Plan Name |
Number of Years Credited Service (#)(1) |
Present Value of Accumulated Benefit ($)(1)(2) |
Payments During Last Fiscal Year ($) |
||||||||
Joey M. Kawaja | Salaried Employees’ Retirement Plan | 18.5 | $ | 369,497 | $ | — | ||||||
Julie J. Robertson | Salaried Employees’ Retirement Plan | 28.0 | $ | 1,597,019 | $ | — |
(1) | Computed as of December 31, 2021, which is the same pension plan measurement date used for financial statement reporting purposes for the Audited Financial Statements included elsewhere in this prospectus. |
(2) | For purposes of calculating the amounts in this column, retirement age was assumed to be the normal retirement age of 65, as defined in the Noble Services Company LLC. Salaried Employees’ Retirement Plan. A description of the valuation method and all material assumptions applied in quantifying the present value of accumulated benefit is set forth in Note 13 to the Audited Financial Statements included elsewhere in this prospectus. |
• | one percent of the participant’s average monthly compensation multiplied times the number of years of benefit service (maximum 30 years), plus six-tenths of one percent of the participant’s average monthly |
compensation in excess of one-twelfth of his or her average amount of earnings which may be considered wages under Section 3121(a) of the Code, in effect for each calendar year during the 35-year period ending with the last day of the calendar year in which a participant attains (or will attain) social security retirement age, multiplied by the number of years of benefit service (maximum 30 years). |
Name (1) |
Executive Contributions in Last FY ($) (2) |
Company Contributions in Last FY ($) (3) |
Aggregate Earnings in Last FY ($) |
Aggregate Withdrawals / Distributions ($)(4) |
Aggregate Balance at Last FYE ($) |
|||||||||||||||
Robert W. Eifler |
$ | — | $ | — | $ | 20,367 | $ | — | $ | 143,489 | ||||||||||
Blake Denton |
$ | 125 | $ | — | $ | 197 | $ | — | $ | 1,675 | ||||||||||
Julie J. Robertson |
$ | — | $ | — | $ | 476,738 | $ | 3,473,135 | $ | 408,949 |
(1) | Noble Services Company LLC 401(k) Savings Restoration Plan participants are included on this table. |
(2) | The Executive Contributions reported in this column are also included in the Salary column of the Summary Compensation Table. |
(3) | The Company Contributions reported in this column are also included in the All Other Compensation column of the Summary Compensation Table. |
(4) | Ms. Robertson’s distribution was made on August 13, 2021. |
• | the acquisition of more than 50 percent of either of the Company’s outstanding shares or combined voting power of outstanding voting securities, but excluding any acquisition by the Investment Manager or its affiliates (other than portfolio companies), from the Company or by the Company, or any employee benefit plan sponsored or maintained by the Company or any company controlled by the Company, or any acquisition by any corporation under a reorganization, merger, amalgamation or consolidation if the conditions described below in the third bullet point below are satisfied; |
• | individuals who constituted the incumbent board of directors (as defined in the agreement) of the Company ceased for any reason to constitute a majority of the board of directors; |
• | consummation of a reorganization, merger, amalgamation or consolidation of the Company, unless following such a reorganization, merger, amalgamation or consolidation 50 percent of the then outstanding shares of common stock (or equivalent security) of the company resulting from such transaction and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors were then beneficially owned by all or substantially all of the persons who were the beneficial owners of the outstanding shares immediately prior to such transaction in substantially the same proportion as their ownership immediately prior to such transaction; or, |
• | consummation of a sale or other disposition of all or substantially all of the assets of the Company, other than to a company, for which following such sale or other disposition, 50 percent of the then outstanding shares of common stock (or equivalent security) of such company and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors were then beneficially owned by all or substantially all of the persons who were the beneficial owners of the outstanding shares immediately prior to such sale or other disposition of assets. |
Name |
Death or Disability |
Retirement |
Termination without Cause |
Resignation for Good Reason |
Termination without Cause or Resignation for Good Reason After Change in Control |
|||||||||||||||
Robert W. Eifler |
||||||||||||||||||||
Severance Payment |
$ | — | $ | — | $ | 3,360,000 | (1) | $ | 3,360,000 | (1) | $ | 5,040,000 | (2) | |||||||
Pro Rata Bonus |
1,179,200 | (3) | — | 1,179,200 | (3) | 1,179,200 | (3) | 1,179,200 | (3) | |||||||||||
Welfare Benefit Continuation |
— | — | 36,567 | (4) | 36,567 | (4) | 36,567 | (4) | ||||||||||||
Outplacement Services |
— | — | 50,000 | (5) | 50,000 | (5) | 50,000 | (5) | ||||||||||||
Accelerated Vesting of Equity Awards |
21,358,450 | (6) | — | 27,091,787 | (6) | 27,091,787 | (6) | 32,825,123 | (6) | |||||||||||
Richard B. Barker |
||||||||||||||||||||
Severance Payment |
— | — | 1,662,500 | (1) | 1,662,500 | (1) | 2,493,750 | (2) | ||||||||||||
Pro Rata Bonus |
477,375 | (3) | — | 477,375 | (3) | 477,375 | (3) | 477,375 | (3) | |||||||||||
Welfare Benefit Continuation |
— | — | 36,567 | (4) | 36,567 | (4) | 36,567 | (4) | ||||||||||||
Outplacement Services |
— | — | 50,000 | (5) | 50,000 | (5) | 50,000 | (5) | ||||||||||||
Accelerated Vesting of Equity Awards |
5,863,363 | (6) | — | 5,863,363 | (6) | 5,863,363 | (6) | 9,011,216 | (6) | |||||||||||
William E. Turcotte |
||||||||||||||||||||
Severance Payment |
— | — | 1,598,000 | (1) | 1,598,000 | (1) | 2,397,000 | (2) | ||||||||||||
Pro Rata Bonus |
440,860 | (3) | — | 440,860 | (3) | 440,860 | (3) | 440,860 | (3) | |||||||||||
Welfare Benefit Continuation |
— | — | — | — | — | |||||||||||||||
Outplacement Services |
— | — | 50,000 | (5) | 50,000 | (5) | 50,000 | (5) | ||||||||||||
Accelerated Vesting of Equity Awards |
4,545,753 | (6) | 4,545,753 | (6) | 4,545,753 | (6) | 4,545,753 | (6) | 6,986,223 | (6) | ||||||||||
Joey M. Kawaja |
||||||||||||||||||||
Severance Payment |
— | — | 264,000 | (7) | 264,000 | (7) | 528,000 | (8) | ||||||||||||
Pro Rata Bonus |
265,320 | (3) | — | 265,320 | (3) | 265,320 | (3) | 265,320 | (3) | |||||||||||
Welfare Benefit Continuation |
— | — | 36,567 | (4) | 36,567 | (4) | 36,567 | (4) | ||||||||||||
Outplacement Services |
— | — | 50,000 | (5) | 50,000 | (5) | 50,000 | (5) | ||||||||||||
Accelerated Vesting of Equity Awards |
2,635,219 | (6) | — | 2,635,219 | (6) | 2,635,219 | (6) | 4,049,984 | (6) | |||||||||||
Blake A. Denton |
||||||||||||||||||||
Severance Payment |
— | — | 240,000 | (7) | 240,000 | (7) | 480,000 | (8) | ||||||||||||
Pro Rata Bonus |
241,200 | (3) | — | 241,200 | (3) | 241,200 | (3) | 241,200 | (3) | |||||||||||
Welfare Benefit Continuation |
— | — | 36,567 | (4) | 36,567 | (4) | 36,567 | (4) | ||||||||||||
Outplacement Services |
— | — | 50,000 | (5) | 50,000 | (5) | 50,000 | (5) | ||||||||||||
Accelerated Vesting of Equity Awards |
2,635,219 | (6) | — | 2,635,219 | (6) | 2,635,219 | (6) | 4,049,984 | (6) |
(1) | If Messrs. Eifler’s, Barker’s or Turcotte’s employment was terminated by us without cause or by them for good reason (not in connection with a change in control), they would have been entitled to receive a lump sum payment equal to 2 times (a) their base salary and (b) their target annual bonus. |
(2) | If Messrs. Eifler’s, Barker’s or Turcotte’s employment was terminated by us without cause or by them for good reason (in connection with a change in control), they would have been entitled to receive a lump sum payment equal to 3 times (a) their base salary and (b) their target annual bonus. |
(3) | If any of our named executive officer’s employment was terminated as a result of their death, disability, by us without cause (whether or not in connection with a change in control) or by them for good reason (for Messrs. Eifler, Barker and Turcotte, whether or not in connection with a change in control and for Messrs. Denton and Kawaja only in connection with a change in control), pursuant to their employment agreements, they would have been entitled to receive their actual annual bonus, or their target annual bonus in the event of death, for the year of termination, prorated based on the number of days employed during the calendar year. This table assumes that their actual annual bonus paid for 2021. |
(4) | If any of our named executive officers employment was terminated by us without cause (whether or not in connection with a change in control) or by them for good reason (for Messrs. Eifler, Barker and Turcotte, whether or not in connection with a change in control and for Messrs. Denton and Kawaja only in connection with a change in control), pursuant to their employment agreements, they would have been entitled to receive 18 months of COBRA continuation coverage under our group health plan in effect at the time of their termination. Mr. Turcotte does not participate in our group health plan and therefore would not receive COBRA continuation thereunder. |
(5) | If any of our named executive officers employment was terminated by us without cause (whether or not in connection with a change in control) or by them for good reason (for Messrs. Eifler, Barker and Turcotte, whether or not in connection with a change in control and for Messrs. Denton and Kawaja only in connection with a change in control), pursuant to their employment agreements, they would have been entitled to receive reimbursement for outplacement services for six months following termination, up to $50,000. |
(6) | Represents the value of TVRSUs and PVRSUs that would vest upon each applicable termination scenario. These amounts are detailed in the narrative and table under “—Noble Incentive Plan.” |
(7) | If Messrs. Denton’s or Kawaja’s employment was terminated by us without cause (not in connection with a change in control), they would have been entitled to receive a lump sum payment equal to 0.5 times (a) their base salary and (b) their target annual bonus. |
(8) | If Messrs. Denton’s or Kawaja’s employment was terminated by us without cause or by them for good reason (in connection with a change in control), they would have been entitled to receive a lump sum payment equal to 1 times (a) their base salary and (b) their target annual bonus. Represents an estimate of the costs to the Company of outplacement services for six months. |
• | the acquisition in a transaction, or series of transactions over 18 months, of more than 50 percent of either of the Company’s outstanding shares or combined voting power of outstanding voting securities but excluding any acquisition by the Company or any employee benefit plan sponsored or maintained by the Company or any company controlled by the Company, or any acquisition by any company following a reorganization, merger, amalgamation or consolidation if the conditions described below in the third bullet point below are satisfied; |
• | individuals who constituted the incumbent board of directors of the Company ceased for any reason to constitute a majority of the board of directors; |
• | consummation of a reorganization, merger, amalgamation or consolidation of the Company, unless following such a reorganization, merger, amalgamation or consolidation (1) the sum of the shares of common stock of the Company or the combined voting power of then outstanding voting securities resulting from such transaction that are issued to or retained by shareholders of any company part to such transaction, other than the Company, is less than the shares of common stock or combined voting power of then outstanding voting securities, as applicable, issued to or retained by holders of any shares of the Company issued in another reorganization, merger, amalgamation or consolidation the was consummated within 18 months prior; (2) no person, other than the Company or any person beneficially owning as of the effective date of the PVRSU award agreement 25 percent or more of the outstanding shares or outstanding voting securities, beneficially owned 25 percent or more of the then outstanding shares of common stock (or equivalent security) of the company resulting from such transaction or the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors, and (3) a majority of the members of the board of directors of the company resulting from such transaction were members of the incumbent board of directors of the Company at the time of the execution of the initial agreement providing for such transaction; |
• | consummation of a sale or other disposition of all or substantially all of the assets of the Company, other than to a company, for which following such sale or other disposition, (i) more than 50 percent of the then outstanding shares of common stock (or equivalent security) of such company and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors were then beneficially owned by all or substantially all of the persons who were the beneficial owners of the outstanding shares immediately prior to such sale or other disposition of assets, (ii) no person, other than the Company or any person beneficially owning immediately prior to such transaction 15 percent or more of the outstanding shares, beneficially owned 15 percent or more of the then outstanding shares of common stock (or equivalent security) of such company or the combined voting power of the then outstanding voting securities of such company |
entitled to vote generally in the election of directors, and (iii) a majority of the members of the board of directors of such company were members of the incumbent board of directors of the Company at the time of the execution of the initial agreement providing for such sale or other disposition of assets; or |
• | approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. |
Name |
Death or Disability |
Retirement |
Termination without Cause |
Resignation for Good Reason |
Termination without Cause or Resignation for Good Reason After Change in Control |
|||||||||||||||
($) |
($) |
($) |
($) |
($) |
||||||||||||||||
Robert W. Eifler |
||||||||||||||||||||
TVRSUs (1) |
12,386,839 | — | 12,386,839 | 12,386,839 | 12,386,839 | |||||||||||||||
PVRSUs (2) |
8,971,611 | — | 14,704,948 | 14,704,948 | 20,438,284 | |||||||||||||||
Richard B. Barker |
||||||||||||||||||||
TVRSUs (1) |
3,400,459 | — | 3,400,459 | 3,400,459 | 3,400,459 | |||||||||||||||
PVRSUs (2) |
2,462,904 | — | 2,462,904 | 2,462,904 | 5,610,757 | |||||||||||||||
William E. Turcotte |
||||||||||||||||||||
TVRSUs (1) |
2,636,311 | 2,636,311 | 2,636,311 | 2,636,311 | 2,636,311 | |||||||||||||||
PVRSUs (2) |
1,909,442 | 1,909,442 | 1,909,442 | 1,909,442 | 4,349,912 | |||||||||||||||
Joey M. Kawaja |
||||||||||||||||||||
TVRSUs (1) |
1,528,296 | — | 1,528,296 | 1,528,296 | 1,528,296 | |||||||||||||||
PVRSUs (2) |
1,106,923 | — | 1,106,923 | 1,106,923 | 2,521,688 | |||||||||||||||
Blake A. Denton |
||||||||||||||||||||
TVRSUs (1) |
1,528,296 | — | 1,528,296 | 1,528,296 | 1,528,296 | |||||||||||||||
PVRSUs (2) |
1,106,923 | — | 1,106,923 | 1,106,923 | 2,521,688 |
(1) | Based on the number of TVRSUs that would vest in connection with the termination of any of our NEOs’ employment due to death, disability, retirement, by us without cause or by the NEO for good reason (whether or not in connection with a change in control). Mr. Turcotte is the only retirement-eligible NEO. |
(2) | Based on the number of PVRSUs that would vest in connection with the termination of any of our NEOs’ employment due to death, disability, retirement, by us without cause or by the NEO for good reason (whether or not in connection with a change in control). Mr. Turcotte is the only retirement-eligible NEO. |
• | The median of the annual total compensation of the employee of our company (other than the CEO) was $129,826; and |
• | The annual total compensation of our CEO, Mr. Eifler, as reported in the Summary Compensation Table included herein, was $25,286,142. |
• | Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (the “CEO Pay Ratio”) was reasonably estimated to be 195:1. We understand that the CEO pay ratio is intended to provide greater transparency to annual CEO pay and how it compares to the pay of the median employee. As such, we are providing a supplemental ratio that compares the CEO’s regular annual pay, excluding the special one-time emergence grant that was awarded to the CEO in 2021 in connection with our emergence from bankruptcy and including an annual equity award to the pay of the median-paid employee as we believe that this supplemental ratio reflects a more representative comparison. The resulting supplemental CEO pay ratio is 59:1, with the annual total compensation for the CEO equaling $7,587,807. |
• | We determined that, as of December 31, 2021 our employee population consisted of approximately 1,755 individuals globally. In calculating our “median employee,” we have excluded certain non-U.S. employees as permitted under SEC’s 5% “de minimis exemption.” Pursuant to this exemption, we have excluded twenty-one (21) employees in Australia, one (1) employee in Brazil, two (2) employees in Switzerland, two (2) employees in Luxembourg, two (2) employees in Guyana, three (3) employees in Malaysia, two (2) employees in Nigeria, and two (2) employees in Saudi Arabia. After these exclusions our employee population used in calculating the “median employee” was 1,719. This population also excluded third-party contractors and temporary workers. We used a consistently applied compensation measure to identify our 2021 “median employee” by comparing the amount of salary or wages, bonuses, equity and other income earned during 2021 and annualized the compensation for any full-time or part-time employees that were hired in 2021 but were not employed for all of 2021. |
Name |
Fees Earned or Paid in Cash (1) |
Stock Awards (2) |
All Other Compensation |
Total (3) |
||||||||||||
Paul Aronzon (4) |
$ | 203,736 | $ | 179,382 | $ | — | $ | 383,118 | ||||||||
Patrick J. Bartels, Jr. |
$ | 246,389 | $ | 390,845 | $ | — | $ | 637,234 | ||||||||
Alan J. Hirshberg |
$ | 133,333 | $ | 390,845 | $ | — | $ | 524,178 | ||||||||
Ann D. Pickard |
$ | 135,383 | $ | 390,845 | $ | — | $ | 526,228 | ||||||||
Charles M. Sledge |
$ | 272,500 | $ | 451,919 | $ | — | $ | 724,419 | ||||||||
Melanie M. Trent |
$ | 142,361 | $ | 390,845 | $ | — | $ | 533,206 |
(1) | Includes all retainer fees paid. |
(2) | Represents the aggregate grant date fair value of the awards completed in accordance with FASB ASC Topic 718. |
(3) | Director total compensation varies based upon whether such director is a chairperson of a committee or the lead director. |
(4) | On April 19, 2021, Mr. Aronzon was appointed as a new Board member. |
Name |
Aggregate Number of Equity Awards |
Aggregate Number of Option Awards Outstanding |
||||||
Paul Aronzon (1) |
8,324 | — | ||||||
Patrick J. Bartels, Jr. |
23,774 | — | ||||||
Alan J. Hirshberg |
23,774 | — | ||||||
Ann D. Pickard |
23,774 | — | ||||||
Charles M. Sledge |
27,489 | — | ||||||
Melanie M. Trent |
23,774 | — |
(1) | On April 19, 2021, Mr. Aronzon was appointed as a new Board member and this grant was based on a 1-year vesting as opposed to the 3-year vesting platform of the other grants. |
(a) | each of Mr. Aronzon, Mr. Bartels, Mr. Hirshberg, Ms. Pickard, Mr. Sledge and Ms. Trent qualifies as an “independent” director under the NYSE corporate governance rules; |
(b) | each of Mr. Aronzon, Mr. Bartels, Ms. Pickard and Mr. Sledge, constituting all the members of the audit committee, qualifies as “independent” under Rule 10A-3 of the Exchange Act; and |
(c) | each of Ms. Trent, Mr. Hirshberg and Mr. Sledge, constituting all the members of the compensation committee, qualifies as: |
(i) | “independent” under Rule 10C-1(b)(1) under the Exchange Act and the applicable rules of the NYSE; and |
(ii) | a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act. |
• | the director is, or during the preceding three years was, employed by the Company; |
• | an immediate family member of the director is, or during the preceding three years was, an executive officer of the Company; |
• | the director or an immediate family member of the director received, within any 12-month period during the preceding three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such service is not contingent in any way on continued service); |
• | the director is a current partner or employee of a firm that is the Company’s internal or external auditor, an immediately family member of the director is a current partner of such a firm, an immediate family member of the director is a current employee of such a firm and personally works on the Company audit, or the director or an immediate family member of the director was, during the preceding three years, a partner or employee of such a firm an personally worked on the Company’s audit within that time; |
• | the director or an immediate family member of the director is, or during the preceding three years was, employed as an executive officer of another company where any of the Company’s present executives served on that company’s compensation committee at the same time; or |
• | the director currently is an executive officer or an employee, or an immediate family member of the director is an executive officer, of a company that made payments to, or received payments from, the Company for property or services in an amount which, in any single fiscal year within the last three fiscal years, exceeded the greater of $1 million or two percent of such other company’s consolidated gross revenues. |
• | that does business with the Company, and the amount of the annual payments to the Company is less than five percent of the annual consolidated gross revenues of the Company; |
• | that does business with the Company, and the amount of the annual payments by the Company to such other company is less than five percent of the annual consolidated gross revenues of the Company; or |
• | to which the Company was indebted at the end of its last fiscal year in an aggregate amount that is less than five percent of the consolidated assets of the Company. |
• | the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director; and |
• | whether such director is affiliated with the Company, one of our subsidiaries or an affiliate of one of our subsidiaries. |
• | hiring someone that one has a close personal or family relationship with, or placing a family member or close personal friend in a position that reports to oneself; |
• | making an undisclosed material investment or holding an undisclosed financial interest in an outside company doing business with the Company; |
• | serving in a management or director capacity at another company in the contract drilling or energy services industry; |
• | using material non-public information that one learns about from his or her position at the Company to invest in companies or securities; |
• | disclosing confidential information about the Company’s business without proper authorization; |
• | buying, selling or leasing equipment or property to or from the Company without proper authorization; and |
• | accepting gifts or extravagant entertainment from someone soliciting business or information from the Company. |
• | subject to certain limited exceptions, any employee or any member of his or her immediate family purchases leasehold or mineral interests in any geological area that the Company is involved in or is contemplating becoming involved in, unless such purchase is approved by the Board; and |
• | a full-time employee has outside employment without the approval of his or her supervisor. |
• | each member of the Board; |
• | each of Noble Parent’s named executive officers; |
• | all of Noble Parent’s directors and executive officers as a group; and |
• | each person known to us to beneficially own more than 5% of the Ordinary Shares. |
Ordinary Shares Beneficially Owned |
||||||||
Name of Beneficial Owner |
Number of Ordinary Shares |
Percent of Class |
||||||
Directors: |
||||||||
Paul Aronzon |
8,324 | — | % | |||||
Patrick J. Bartels, Jr. |
— | — | % | |||||
Robert W. Eifler |
100,791 | — | % | |||||
Alan J. Hirshberg |
7,925 | — | % | |||||
Ann D. Pickard |
7,925 | — | % | |||||
Charles M. Sledge |
9,163 | — | % | |||||
Melanie M. Trent |
7,925 | — | % | |||||
Named Executive Officers (excluding any director listed above): |
||||||||
Richard B. Barker |
27,510 | — | % | |||||
William E. Turcotte |
21,284 | — | % | |||||
Joey M. Kawaja |
12,230 | — | % | |||||
Blake A. Denton |
12,225 | — | % | |||||
All directors and executive officers as a group (11 persons) |
219,742 | — | % | |||||
5% or Greater Shareholders: |
||||||||
Investors for which Pacific Investment Management Company LLC serves as investment manager, adviser or sub-adviser (1) |
25,531,373 | 40.8 | % | |||||
GoldenTree Funds (2) |
9,129,146 | 9.9 | % | |||||
Funds and accounts advised or managed by Canyon Capital Advisors LLC (3) |
6,129,894 | 9.9 | % | |||||
King Street Capital Management, L.P. (4) |
4,286,905 | 6.7 | % |
(1) | Based solely on a Schedule 13G filed with the SEC on February 14, 2022 by Pacific Investment Management Company LLC. Such filing indicates that Pacific Investment Management Company LLC has sole voting |
power with respect to 25,442,270 Ordinary Shares and sole dispositive power with respect to 25,531,373 Ordinary Shares. Pacific Investment Management Company LLC, as the investment adviser of the investment advisory clients or discretionary accounts that are the holders of record of such securities, may be deemed to have voting and dispositive power over such securities. Such filing also indicates that the aggregate amount of Ordinary Shares beneficially owned by the reporting person includes 625,826 warrants to purchase Ordinary Shares. The address for Pacific Investment Management Company LLC is 650 Newport Center Drive, Newport Beach, California 92660. |
(2) | Based solely on a Schedule 13G filed with the SEC on February 10, 2022 by GoldenTree Asset Management LP (the “GoldenTree Advisor”), GoldenTree Asset Management LLC (the “GoldenTree General Partner”) and Steven A. Tananbaum. Such filing indicates that the GoldenTree Advisor and the GoldenTree General Partner have shared voting power and shared dispositive power with respect to 9,129,146 Ordinary Shares, and Mr. Tananbaum has sole voting power and sole dispositive power with respect to 25,927 Ordinary Shares and shared voting power and shared dispositive power with respect to 9,129,146 Ordinary Shares. Such filing also indicates that the aggregate amount of Ordinary Shares beneficially owned by the reporting persons include 3,601,104 Ordinary Shares and 5,528,042 Ordinary Shares issuable upon exercise of certain warrants held of record by certain managed accounts (collectively, the “GoldenTree Accounts”) for which the GoldenTree Advisor serves as investment manager. In addition, Mr. Tananbaum is the holder of record of 25,927 Ordinary Shares. Mr. Tananbaum is the managing member of the GoldenTree General Partner, which is the general partner of the GoldenTree Advisor. As a result of these relationships, each of the reporting persons may be deemed to share beneficial ownership of the securities held of record by the GoldenTree Accounts. Pursuant to the terms of the warrants, the GoldenTree Advisor may exercise the warrants only to the extent that doing so would not result in the reporting persons becoming the beneficial owners of more than 9.9% of the then-outstanding Ordinary Shares, after accounting for the Ordinary Shares to be issued at the time of any such warrant exercise. The address for the reporting persons is 300 Park Avenue, 21st Floor, New York, New York 10022. |
(3) | Based solely on a Schedule 13G filed with the SEC on February 14, 2022 by Canyon Capital Advisors LLC (“CCA”), Joshua S. Friedman and Mitchell R. Julis. CCA is an investment advisor to various managed accounts, including Canyon Value Realization Fund, L.P., The Canyon Value Realization Master Fund (Cayman), L.P., Canyon Balanced Master Fund, Ltd., Canyon-GRF Master Fund II, L.P., EP Canyon Ltd., Canyon Distressed Opportunity Master Fund III, L.P., Canyon NZ-DOF Investing, L.P., Canyon-EDOF (Master) L.P., Canyon Blue Credit Investment Fund, L.P., Canyon Distressed TX L.P., Canyon Distressed TX (B) LLC and Canyon-ASP Fund, L.P., with the right to receive, or the power to direct the receipt, of dividends from, or the proceeds from the sale of the securities held by, such managed accounts. Messrs. Friedman and Julis control entities which own 100% of CCA. Such filing indicates that the reporting persons have sole voting power, sole dispositive power, shared voting power and shared dispositive power with respect to 6,219,894 Ordinary Shares (including 2,667,802 warrants). Such filing also indicates that the number of Ordinary Shares owned includes both the Ordinary Shares previously issued and the Ordinary Shares issuable upon the exercise of certain warrants. As a result of provisions in the warrant agreements, certain beneficial owners of the Ordinary Shares do not have the right to exercise such warrants, to the extent that, after giving effect to the issuance of Ordinary Shares after such exercise, such beneficial owner (together with its affiliates and any other person whose Ordinary Shares would be aggregated with such beneficial owner under Section 13(d) of the Exchange Act and the applicable rules and regulations of the SEC) would beneficially own in excess of 9.9% of the number of Ordinary Shares outstanding immediately after giving effect to such issuance. The reported number of Ordinary Shares includes the exercise of 2,667,802 warrants up to 9.9% of Ordinary Shares outstanding. Total warrants owned is 6,211,640. The address for the reporting persons is 2728 North Harwood Street, 2nd Floor, Dallas, Texas 75201. |
(4) | Based solely on a Schedule 13G filed with the SEC on February 11, 2022 by King Street Capital Management, L.P. (“KSCM”), King Street Capital Management GP, L.L.C. (“KSCM GP”) and Brian J. Higgins. Such filing indicates that the reporting persons have shared voting power and shared dispositive power with respect to 4,286,905 Ordinary Shares. Such filing also indicates that the aggregate amount of |
Ordinary Shares beneficially owned by the reporting persons includes 2,121,295 Ordinary Shares and 2,165,610 Ordinary Shares issuable upon exercise of warrants. KSCM, a registered investment advisor, is the investment manager of various fund entities. As investment manager, KSCM has sole voting and dispositive power over the Ordinary Shares reported in such filing. KSCM GP is the sole general partner of KSCM, and Mr. Higgins is the managing member of KSCM GP. The address for KSCM is 299 Park Avenue, 40th Floor, New York, New York 10171. |
• | “ NFC we our us Company |
• | “ notes |
• | “ subsidiary guarantors |
• | are senior obligations of the Company; |
• | are secured by a second-priority security interest in the Collateral (subject to Permitted Liens) owned by the Company; |
• | are guaranteed on a senior secured basis by each subsidiary guarantor; |
• | rank equally in right of payment with all future senior indebtedness of the Company but, to the extent the value of the Collateral exceeds the aggregate amount of all Priority Lien Debt, are effectively senior to all of the Company’s unsecured senior indebtedness; |
• | rank senior in right of payment to any existing and future subordinated obligations of the Company; |
• | are effectively junior to any obligations of the Company that are either (i) secured by a Lien on the Collateral that is senior or prior to the Liens securing the notes, including the Permitted Liens securing Priority Lien Debt, and to other Permitted Liens, or (ii) secured with property or assets that do not constitute Collateral to the extent of the value of the assets securing such Indebtedness; and |
• | are structurally subordinated to all future Indebtedness, claims of holders of Preferred Stock and other liabilities of the Company’s Subsidiaries that do not guarantee the notes. |
• | are a senior obligation of such subsidiary guarantor; |
• | are secured by a second-priority security interest in the Collateral (subject to Permitted Liens) owned by such subsidiary guarantor; |
• | rank equally in right of payment with all future senior indebtedness of such subsidiary guarantor but, to the extent the value of the Collateral exceeds the aggregate amount of all Priority Lien Debt, are effectively senior to all of such subsidiary guarantor’s unsecured senior indebtedness; |
• | rank senior in right of payment to any existing and future subordinated obligations of such subsidiary guarantor; and |
• | are effectively junior to any obligations of such subsidiary guarantor that are either (i) secured by a Lien on the Collateral that is senior or prior to the Liens securing such subsidiary guarantor’s notes guarantee, including the Permitted Liens, or (ii) secured with property or assets that do not constitute Collateral to the extent of the value of the assets securing such Indebtedness. |
• | if we exercise our legal defeasance option or our covenant defeasance option as described under “—Discharge and Defeasance” or if our obligations under the indenture are satisfied and discharged as described under “—Discharge and Defeasance,” with respect to the notes; |
• | upon any sale, transfer or disposition of the capital stock of a subsidiary guarantor, if as a result of such sale, transfer or disposition, such subsidiary guarantor is no longer a Restricted Subsidiary and immediately after giving effect thereto, the Company will be in compliance with the covenant described under “—Certain Covenants—Further Instruments and Acts; Further Assurances; Additional Guarantors”; |
• | upon the dissolution or liquidation of such subsidiary guarantor, if immediately after giving effect thereto, the Company will be in compliance with the covenant described under “—Certain Covenants—Further Instruments and Acts; Further Assurances; Additional Guarantors”; |
• | to the extent such release is approved, authorized or ratified in writing in accordance with “—Amendment, Supplement and Waiver”; |
• | if such subsidiary guarantor is designated as an Unrestricted Subsidiary in accordance with “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries”; |
• | upon such subsidiary guarantor being released from or discharged of its obligations under its notes guarantee; or |
• | in the case of a Discretionary Guarantor, upon a written notice from us to the trustee requesting such release and certifying that such entity will no longer be a Discretionary Guarantor. |
YEAR |
PERCENTAGE |
|||
2024 |
106.000 | % | ||
2025 |
104.000 | % | ||
2026 |
102.000 | % | ||
2027 and thereafter |
100.000 | % |
• | any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of any Taxing Jurisdiction (as defined below) which change or amendment is announced or becomes effective after February 5, 2021 (or if the applicable Taxing Jurisdiction became a Taxing Jurisdiction on a date after February 5, 2021, such later date); or |
• | any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after February 5, 2021 (or if the applicable Taxing Jurisdiction became a Taxing Jurisdiction after February 5, 2021, after such later date) (each of the first and second bullet points, a “ Change in Tax Law |
• | all of the rights of the Grantors to exercise voting or other consensual rights with respect to all Capital Stock included in the Collateral shall cease, and all such rights shall become vested in the collateral agent, which, to the extent permitted by law, shall have the sole right to exercise such voting and other consensual rights; and |
• | the collateral agent may take possession of and sell the Collateral or any part thereof in accordance with the terms of applicable law and the Collateral Documents. |
• | payment in cash, as the purchase price for all Priority Lien Obligations sold in such sale, of an amount equal to the full par value amount of (A) all Priority Lien Obligations (other than outstanding letters of credit as referred to in the following bullet point) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations unless otherwise to be included and (B) if applicable, all Obligations (and related obligations, including unpaid interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing then outstanding (including principal, unpaid interest, fees, reasonable attorneys’ fees and legal expenses, but excluding contingent indemnification obligations for which no claim or demand for payment has been made at or prior to such time); provided that in the case of Hedging Obligations that constitute Priority Lien Obligations the Parity Lien Purchasers shall cause the applicable agreements governing such Hedging Obligations to be assigned and novated or, if such agreements have been terminated, such purchase price shall include an amount equal to the sum of any unpaid amounts then due in respect of such Hedging Obligations, calculated using the market quotation method and after giving effect to any netting arrangements; |
• | a cash collateral deposit in such amount as the Priority Lien Agent determines is reasonably necessary to secure the payment of any outstanding letters of credit constituting Priority Lien Obligations that may become due and payable after such sale (but not in any event in an amount greater than 105% of the amount then reasonably estimated by the Priority Lien Agent to be the aggregate outstanding amount of such letters of credit at such time), which cash collateral shall be (A) held by the Priority Lien Agent as security solely to reimburse the issuers of such letters of credit that become due and payable after such sale and any fees and expenses incurred in connection with such letters of credit and (B) returned to the collateral agent (except as may otherwise be required by applicable law or any order of any court or other Governmental Authority) promptly after the expiration or termination from time to time of all payment contingencies affecting such letters of credit; and |
• | any agreements, documents or instruments which the Priority Lien Agent may reasonably request in writing pursuant to which (A) the representative appointed by the Parity Lien Purchasers to assume the obligations of the Priority Lien Agent (the “ Priority Lien Successor Agent |
• | freely seek and obtain relief granting adequate protection in the form of a replacement lien co-extensive in all respects with, but subordinated (as described in “—Collateral—First Lien-Second Lien Intercreditor Arrangements—Relative Priorities”) to, and with the same relative priority to the Priority Liens as existed prior to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Priority Lien Secured Parties and without limiting the generality of the foregoing, to the extent that the Priority Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then no Parity Lien Secured Party shall be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable); |
• | freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations; and |
• | freely file (i) proof of claims or statements of interest in respect of the Parity Lien Obligations and (ii) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Parity Lien Secured Parties, including without limitation any claims secured by the Collateral. |
• | first , to the payment in full in cash of all Priority Lien Obligations that are not Excess Priority Lien Obligations (together with a concurrent permanent reduction of the applicable commitments of the Priority Lien Secured Parties under the applicable Priority Lien Documents pursuant to the terms thereof), |
• | second , to the payment in full in cash of all Parity Lien Obligations, |
• | third , to the payment in full in cash of all Excess Priority Lien Obligations, and |
• | fourth , to the Company or as otherwise required by applicable law. |
• | in whole, upon (A) payment in full in cash and discharge of all outstanding Parity Lien Debt and all other Parity Lien Obligations that are outstanding due and payable at the time all of the Parity Lien Debt is paid in full in cash and discharged (other than contingent indemnity obligations for which no claim has been made), (B) termination or expiration of all commitments to extend credit under all Parity Lien Documents and (C) the cancellation or termination or cash collateralization (at the lower of (1) 100% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Documents) of all outstanding letters of credit issued pursuant to any Parity Lien Documents; |
• | as to any Collateral of a Grantor that is (x) released from its guarantee under each Parity Lien Document and (y) is not obligated (as primary obligor or guarantor) with respect to any other Parity Lien Obligations and so long as the respective release does not violate the terms of any Parity Lien Document which then remains in effect; |
• | as to a release of less than all or substantially all of the Collateral, if consent to the release of all Parity Liens on such Collateral has been given by, or the collateral agent otherwise receives written direction to release such Collateral in, an Act of Parity Lien Debtholders; |
• | in whole or in part, if the Liens on such Collateral have been released in accordance with the terms of each Series of Parity Lien Debt; |
• | as to a release of all or substantially all of the Collateral, if (A) consent to the release of that Collateral has been given by the requisite percentage or number of holders of each Series of Parity Lien Debt at the time outstanding as provided for in the applicable Parity Lien Documents, and (B) the Company has delivered an officers’ certificate to the collateral agent certifying that all such necessary consents have been obtained; or |
• | if and to the extent, and in the manner, required by the Senior Lien Intercreditor Agreement, as described in “—Collateral—First Lien-Second Lien Intercreditor Arrangements—Release of Liens; Automatic Release of Parity Liens.” |
• | as directed by an Act of Parity Lien Debtholders accompanied by an officers’ certificate to the effect that the release or subordination was permitted by each applicable Parity Lien Document; |
• | to release or subordinate Liens on Collateral to the extent permitted by each applicable Parity Lien Document; provided |
• | as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction; or |
• | for the subordination of the Collateral and the Parity Liens to the extent required by the Senior Lien Intercreditor Agreement; provided |
• | as described in “—Collateral—First Lien-Second Lien Intercreditor Arrangements—Release of Liens; Automatic Release of Parity Liens”; |
• | as described in “—Collateral—Second Lien Pari Passu Intercreditor Arrangements”; |
• | in whole, upon payment in full of the principal of, accrued and unpaid interest, if any, and premium, if any, on, the notes; |
• | in whole, upon satisfaction and discharge of the indenture as described under “—Discharge and Defeasance”; |
• | in whole, upon a legal defeasance or covenant defeasance as described under “—Discharge and Defeasance”; |
• | in part, as to any property or asset constituting Collateral (A) that is sold or otherwise disposed of by the Company or any of the subsidiary guarantors in a transaction permitted by the Priority Lien Documents (whether or not an “event of default” under the Priority Lien Documents or any Parity Lien Security Documents has occurred and is continuing) if all other Liens on that asset securing the Priority Lien Debt (including all commitments thereunder) are released, (B) that is sold or otherwise disposed of or deemed disposed of in a transaction permitted by “—Certain Covenants—Asset Sales,” (C) that is owned by a subsidiary guarantor to the extent such subsidiary guarantor has been released from its notes guarantee in accordance with the indenture or (D) otherwise in accordance with, and as expressly provided for under, the indenture (including a release of Excluded Property in connection with an Incurrence of Permitted Indebtedness secured by a Permitted Lien); or |
• | as described under “—Amendment, Supplement and Waiver.” |
• | cash payments (including for the scheduled repayment of Indebtedness) in the ordinary course of business; |
• | sales or other dispositions of inventory in the ordinary course of business; |
• | collections, sales or other dispositions of accounts receivable in the ordinary course of business; and |
• | sales or other dispositions in the ordinary course of business of any property the use of which is no longer necessary or desirable in, and is not material to, the conduct of the business of the Company and its Subsidiaries; |
• | existing Indebtedness outstanding on February 5, 2021; |
• | Indebtedness represented by the notes issued on February 5, 2021 and any PIK notes issued as a result of a PIK Payment; |
• | Indebtedness under Senior Credit Facilities in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $675,000,000 and (y) 45% of the Rig Value (not to exceed $900,000,000); |
• | intercompany loans and advances made by the Company to any Restricted Subsidiary or by any Subsidiary to the Company or another Restricted Subsidiary; provided |
• | Indebtedness under any Swap Agreement entered into in the ordinary course of business and not for speculative purposes; |
• | Indebtedness (“ Assumed Acquisition Indebtedness provided provided |
• | if such Indebtedness is unsecured, then either (1) the Consolidated Total Leverage Ratio shall be less than or equal to the greater of (A) 6.5:1.0 and (B) the Consolidated Total Leverage Ratio immediately prior to the Incurrence of such Indebtedness, in the case of this clause (1), after giving pro forma effect (which shall assume that the Senior Credit Facility and any other Indebtedness that is in the nature of a revolving or assets based nature are deemed to be fully drawn for purposes of such calculation) to the Incurrence of such Indebtedness, or (2) the Fixed Charge Coverage Ratio shall be greater than or equal 2.0:1.0 (or, if less, the Fixed Charge Coverage Ratio immediately prior to the Incurrence of such Indebtedness), in the case of this clause (2), after giving pro forma effect (which shall assume that the Senior Credit Facility and any other Indebtedness that is in the nature of a revolving or assets based nature are deemed to be fully drawn for purposes of such calculation) to the Incurrence of such Indebtedness; |
• | if such Indebtedness is secured (other than on a senior lien basis to the Securities Debt), the Consolidated Secured Leverage Ratio shall be less than or equal to the greater of (A) 6.5:1.0 and (B) the Consolidated Secured Leverage Ratio immediately prior to the Incurrence of such Indebtedness, in the case of this second bullet point, after giving pro forma effect (which shall assume that the Senior Credit Facility and any other Indebtedness that is in the nature of a revolving or assets based nature are deemed to be fully drawn for purposes of such calculation) to the Incurrence of such Indebtedness; or |
• | if such Indebtedness is secured on a senior Lien basis to the Securities Debt, the Consolidated First Lien Leverage Ratio shall be less than or equal to the greater of (A) 4.5:1.0 and (B) the Consolidated First Lien Leverage Ratio immediately prior to the Incurrence of such Indebtedness, in the case of this third bullet point, after giving pro forma effect (which shall assume that the Senior Credit Facility and any other Indebtedness that is in the nature of a revolving or assets based nature are deemed to be fully drawn for purposes of such calculation) to the Incurrence of such Indebtedness; |
• | any Indebtedness (“ Permitted Additional Debt provided |
• | if such Indebtedness is unsecured, after giving pro forma effect to the Incurrence of such Indebtedness the Consolidated Total Leverage Ratio (which shall assume that the Senior Credit Facility and any other Indebtedness that is in the nature of a revolving or assets based nature are deemed to be fully drawn for purposes of such calculation) shall be less than or equal 6.5:1.0; or |
• | if such Indebtedness is secured on a junior Lien basis to the Securities Debt, (A) after giving pro forma effect to the Incurrence of such Indebtedness the Consolidated Secured Leverage Ratio (which shall assume that the Senior Credit Facility and any other Indebtedness that is in the nature of a revolving or assets based nature are deemed to be fully drawn for purposes of such calculation) shall be less than or equal to 6.5:1.0 and (B) the holders of such Indebtedness shall have become party to a Junior Lien Intercreditor Agreement; or |
• | if such Indebtedness is secured on a pari passu Lien basis to the Securities Debt, (A) after giving pro forma effect to the Incurrence of such Indebtedness the Consolidated Secured Leverage Ratio (which shall assume that the Senior Credit Facility and any other Indebtedness that is in the nature of a revolving or assets based nature are deemed to be fully drawn for purposes of such calculation) shall be less than or equal to 6.5:1.0 and (B) the holders of such Indebtedness shall have become party to the Senior Lien Intercreditor Agreement as holders of Series of Parity Lien Debt (as defined in the Senior Lien Intercreditor Agreement) and the Collateral Agency Agreement as holders of Parity Lien Debt; or |
• | if such Indebtedness is secured on a senior Lien basis to the Securities Debt, (A) after giving pro forma effect to the Incurrence of such Indebtedness the Consolidated First Lien Leverage Ratio (which shall assume that the Senior Credit Facility and any other Indebtedness that is in the nature of a revolving or assets based nature are deemed to be fully drawn for purposes of such calculation) shall be less than or equal 4.5:1.0 and (B) the holders of such Indebtedness shall have become party to a Senior Lien Intercreditor Agreement; |
• | (A) Capitalized Lease Obligations of the Company or a Restricted Subsidiary and Indebtedness issued, incurred or assumed by the Company or a Restricted Subsidiary (including purchase money Indebtedness) to (x) renovate, repair, improve, install or upgrade any Rig or any other fixed or capital property, equipment or other assets of the Company or any Restricted Subsidiary or (y) acquire, lease, construct or otherwise finance the purchase price of any fixed or capital property, equipment or other assets of the Company or any Restricted Subsidiary or (B) Indebtedness of any Person that becomes a Restricted Subsidiary (or any Person not previously a Restricted Subsidiary that is merged, consolidated or amalgamated with or into the Company or a Restricted Subsidiary assumed after February 5, 2021 in connection with any Permitted Acquisition or other similar investment permitted under the indenture to acquire or construct any Rig); provided further |
of (i) $125,000,000 and (ii) 20% of EBITDA for the most recently ended Test Period prior to incurring such Indebtedness; |
• | additional Indebtedness of the Company and the Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (i) $10,000,000 and (ii) 10% of EBITDA for the most recently ended Test Period prior to incurring such Indebtedness; |
• | Indebtedness Incurred in the ordinary course of business to finance take-or-pay obligations |
• | obligations in respect of any agreement providing for treasury, depositary, purchasing card, credit cards or cash management services, including in connection with any automated clearing house transfers of funds or any similar transactions; |
• | to the extent constituting Indebtedness, any Investment not prohibited by the indenture; |
• | to the extent constituting Indebtedness, prepayments for property or services under any drilling contract, pool agreement or charterparty agreement in the ordinary course of business; |
• | Guarantees or other similar obligations in an aggregate amount not to exceed $5,000,000 at any time outstanding; |
• | Indebtedness in respect of bids, trade contracts, performance guarantees, leases, letters of credit, statutory obligations, performance bonds, bid bonds, appeal bonds, surety bonds, customs bonds and similar obligations, in each case provided in the ordinary course of business; |
• | all premiums (if any), interest, PIK Payments, fees, expenses, charges and additional or contingent interest on any obligations permitted pursuant to any other clause of this restriction on Indebtedness; and |
• | Permitted Refinancing Debt with respect to Indebtedness permitted by this restriction on Indebtedness. |
• | to declare or pay any dividend or make any other payment or any distribution on account of the Company or any of the Restricted Subsidiaries’ Capital Stock (in each case, solely in such Person’s |
capacity as holder of such Capital Stock), including any dividend or distribution payable in connection with any merger or consolidation (other than: (A) dividends or distributions by the Company payable solely in Capital Stock (other than Disqualified Stock) of the Company or in options, warrants or other rights to purchase such Capital Stock (other than Disqualified Stock); or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a wholly-owned subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Capital Stock in such class or series of securities); |
• | purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company held by Persons other than the Company or a Subsidiary (other than in exchange for Capital Stock of the Company (other than Disqualified Stock)); |
• | make any principal payment on, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, one year prior to any scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness other than Subordinated Indebtedness held by the Company or any Restricted Subsidiary; or |
• | make any Restricted Investment (all such payments and other actions referred to in the four bullet points above shall be referred to as a “ Restricted Payment |
• | Permitted Payments to Parent; |
• | Restricted Payments in an amount equal to the fair market value of cash or other assets received as a capital contribution to the Company or the Net Proceeds from the issuance or sale of Capital Stock of the Company; |
• | Restricted Payments in an aggregate amount not to exceed the sum of (A) $20,000,000, plus (B) as of the date of any Restricted Payment, an amount equal to (1) 50.0% of the amount equal to the following (which shall not be less than zero) (a) EBITDA for the period commencing with the first full fiscal quarter following February 5, 2021 and ending on the last day of the most recently ended fiscal quarter for which financial statements have been delivered or deemed delivered (or were required to be delivered) pursuant to the indenture preceding the date on which such Restricted Payment is made, less (b) all interest expense paid in cash during such period, less (c) all Taxes paid in cash during such period, less (d) all capital expenditures made in such period, less (e) any change in working capital, less (f) any cash add-backs made in the calculation of EBITDA in such period; less (2) the amount of all Restricted Payments, Investments and repayments of any Subordinated Indebtedness, in each case made in reliance on this clause (B) during the period from February 5, 2021 to the date of such Restricted Payment; provided provided |
• | Restricted Payments in an amount equal to the fair market value of cash held by any business or company acquired by the Company or any of the Restricted Subsidiaries, provided |
• | any redemption, retirement, sinking fund or similar payment, purchase or acquisition for value, direct or indirect, of any stock or stock equivalents of the Company (or any direct or indirect parent company thereof) or any of its Subsidiaries and repurchase, redemption or other acquisition for value of any |
stock or stock equivalents of the Company (or any direct or indirect parent company thereof) or any Subsidiary held by any current or former officer, director or employee pursuant to any equity-based compensation plan, management incentive plan, equity subscription agreement, stock option agreement, shareholders agreement, or other similar arrangement; provided |
• | Restricted Payments by any Restricted Subsidiary to the Company, any subsidiary guarantor and any Restricted Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Company and any Restricted Subsidiary and to each other owner of Capital Stock of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Capital Stock); provided a non-wholly owned Restricted Subsidiary, a Restricted Payment may also be made to any other owner of Capital Stock of such non-wholly owned Restricted Subsidiary based on such owner’s relative ownership interests (or lesser share) of the relevant class of Capital Stock; or |
• | in addition to the foregoing Restricted Payments, the Company may make additional Restricted Payments, in an aggregate amount, when taken together with the aggregate amount of loans and advances to Noble Parent Company or any other direct or indirect parent of the Company, not to exceed an amount at the time of making any such Restricted Payment and together with any other Restricted Payment made utilizing this seventh bullet point after February 5, 2021 shall not exceed $5,000,000 in the aggregate in any fiscal year. |
• | pay dividends or make any other distributions on its Capital Stock to the Company or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any Restricted Subsidiary; |
• | make loans or advances to the Company or any Restricted Subsidiary; or |
• | sell, lease or transfer any of its properties or assets to the Company or any Restricted Subsidiary; |
• | agreements or instruments governing or relating to Indebtedness as in effect on February 5, 2021 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements, whether or not such Indebtedness is incurred concurrently with or subsequent to the issuance of the notes; |
• | the indenture, the notes, the notes guarantees and the Securities Documents; |
• | customary provisions contained in agreements or instruments governing other Indebtedness permitted to be incurred under the indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; |
• | applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; |
• | any agreement or instrument governing or relating to Indebtedness or Capital Stock of a Person acquired by the Company or any of the Restricted Subsidiaries as in effect at the time of such acquisition (other than any agreement or instrument entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided |
• | customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business; |
• | purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in the third bullet point in the first set of bullet points above in this “—Limitation on Restrictions on Distributions from Subsidiaries” section or any encumbrance or restriction pursuant to a joint venture agreement or similar arrangement that imposes restrictions on the transfer of the assets of the joint venture or similar arrangement; |
• | any agreement for the sale or other Disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other Disposition; |
• | Permitted Refinancing Debt; provided |
• | Liens permitted to be incurred under the indenture that limit the right of the debtor to Dispose of the assets subject to such Liens; |
• | provisions limiting the Disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; |
• | restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; |
• | any customary leases for Rigs and other assets used in the ordinary course of business; provided |
• | customary encumbrances or restrictions contained in agreements in connection with Hedging Obligations permitted under the indenture; and |
• | any encumbrance or restriction existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates or supplements the agreements containing the encumbrances or restrictions in the foregoing first through fourteenth bullet points, or in this fifteenth bullet point; provided |
• | the terms of such Affiliate Transaction, when viewed together with any related Affiliate Transactions, are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm’s-length dealings with a Person who is not a Controlling Affiliate, or, if in the good faith judgment of the Board of Directors or a committee thereof, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Company or such Restricted Subsidiary from a financial point of view; and |
• | in the event such Affiliate Transaction involves an aggregate consideration in excess of $10,000,000, the terms of such transaction have been approved by either (x) a majority of the disinterested members of the Board of Directors or (y) a committee of the Board of Directors comprised entirely of disinterested members (and such majority determines that such Affiliate Transaction satisfies the criteria in the first bullet point above); |
• | any employment agreement, collective bargaining agreement, consulting agreement or employee benefit arrangements with any employee, consultant, officer or director of the Company or any Restricted Subsidiary, including under any stock option, stock appreciation rights, stock incentive or similar plans, entered into in the ordinary course of business; |
• | transactions between or among the Company and/or the Restricted Subsidiaries; |
• | transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is a Controlling Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, Capital Stock in, or controls, such Person; |
• | payment of reasonable and customary fees, salaries, bonuses, compensation, other employee benefits and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any of the Restricted Subsidiaries; |
• | any issuance of Capital Stock (other than Disqualified Stock) of the Company to Affiliates of the Company; |
• | Restricted Payments that do not violate the restrictions set forth in “—Restricted Payments”; |
• | transactions pursuant to or contemplated by any agreement in effect on February 5, 2021 and transactions pursuant to any amendment, modification or extension to such agreement, so long as such amendment, modification or extension, taken as a whole, is not materially more disadvantageous to the holders than the original agreement as in effect on February 5, 2021; |
• | Permitted Investments; |
• | transactions with customers, clients, suppliers or purchasers or sellers of goods or services or joint venture partners, in each case in the ordinary course of business and otherwise in compliance with the terms of the indenture that are fair to the Company or the Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Company, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person; |
• | the granting and performance of any registration rights for the Company’s Capital Stock; |
• | pledges of Capital Stock of Unrestricted Subsidiaries; |
• | transactions between or among the Company and the Restricted Subsidiaries, or transactions between or among the Company and/or any of the Restricted Subsidiaries, on the one hand, and joint ventures or similar arrangement, on the other hand, in each case that are not otherwise prohibited by the terms of the indenture; |
• | any transaction not otherwise prohibited by the indenture between or among the Company and/or any of its Subsidiaries; |
• | any transactions and arrangements not prohibited by, and complying with the applicable terms of, “—Certain Covenants—Limitation on Liens,” “—Certain Covenants—Limitation on Indebtedness,” “—Certain Covenants—Asset Sales” or “—Certain Covenants—Consolidation, Amalgamation, Conveyance, Transfer or Lease of Assets”; and |
• | any transaction with any Person which would constitute an Affiliate Transaction solely because such Person is a lender or security holder, provided |
• | the Company (or the Restricted Subsidiary, as the case may be) receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or others) at the time of the Asset Sale at least equal to the fair market value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Capital Stock issued or sold or otherwise Disposed of; and |
• | at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash: |
• | any liabilities, as shown on the Company’s most recent consolidated balance sheet or in the notes thereto, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms unsecured or subordinated in right of payment or as to Lien priority to the notes or any notes guarantee) that are assumed pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability; |
• | any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are within 180 days after such Asset Sale, converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; and |
• | any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this third bullet point, not to exceed the greater of (i) $10,000,000 and (ii) 10% of EBITDA for the most recently ended Test Period prior to such Asset Sale, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. |
• | to repay Indebtedness and other Obligations under the Senior Credit Facility and if the terms of any such Senior Credit Facility require a permanent reduction in commitments or loans thereunder, to correspondingly permanently reduce any revolving commitments and/or loans with respect thereto; |
• | to acquire all or substantially all of the assets of, or any Capital Stock of, another Person engaged in a Related Business, if, after giving effect to any such acquisition, such Person engaged in the Related Business is or becomes a Restricted Subsidiary or such Related Business is or becomes a line of business of the Company; |
• | to make a capital expenditure not prohibited under the indenture; |
• | to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Related Business; and |
• | any combination of the foregoing; |
• | that the Asset Sale Offer is being made pursuant to the relevant provision of the indenture and the length of time the Asset Sale Offer will remain open; |
• | the Offer Amount, the purchase price and the Purchase Date; |
• | that any note not tendered or accepted for payment will continue to accrue interest; |
• | that, unless the Company defaults in making such payment, any note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase Date; |
• | that holders electing to have a note purchased pursuant to an Asset Sale Offer may elect to have notes purchased in integral multiples of $1.00 only; provided that no note in denominations of $2,000 or less may be redeemed or purchased in part, or if a PIK Payment has occurred, no notes of $1.00 or less shall be redeemed or purchased in part; |
• | that holders electing to have notes purchased pursuant to any Asset Sale Offer will be required to surrender the note, with the form entitled “Option of Holder to Elect Purchase” attached to the notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a paying agent at the address specified in the notice at least three days before the Purchase Date; |
• | that, if the aggregate principal amount of notes surrendered by the holders exceeds the Offer Amount, the trustee will select notes for purchase on a pro rata basis, by lot or other method in any case the trustee considers appropriate, with respect to Global Notes, subject to the rules and procedures of the Depositary unless otherwise required by law or applicable stock exchange requirements; and |
• | that holders whose notes were purchased only in part will be issued new notes equal in principal amount to the unpurchased portion of the notes surrendered (or transferred by book-entry transfer). |
• | create and perfect (to the extent perfection is required pursuant to the Agreed Security Principles) a Lien on any asset required to be Collateral; |
• | execute, deliver and perform under each Collateral Document to which such Person is required to be a party; |
• | carry out the terms and provisions of the Collateral Documents to which such Person is required to be a party; |
• | maintain the validity, enforceability and priority of any of the required Collateral Documents and the Liens on the Collateral required to be created thereby; and |
• | assure, convey, grant, assign, transfer, preserve, protect and confirm to the collateral agent any of the rights granted now or hereafter intended by the parties thereto to be granted to the collateral agent (and the security trustee) under the required Collateral Documents with respect to any asset required to be Collateral or under any other instrument executed in connection with the indenture. |
• | execute and deliver to the trustee a supplemental indenture, pursuant to which such Restricted Subsidiary will guarantee the notes; |
• | execute and deliver to the collateral agent (or the security trustee) all applicable Collateral Documents (and/or supplements or joinder agreements or other similar agreements with respect the applicable Collateral Documents); |
• | take such actions to create, grant, establish and perfect (to the extent perfection is required pursuant to the Agreed Security Principles) the Liens on such Subsequent Guarantor’s assets that are required to become Collateral; |
• | other than with respect to any Immaterial Subsidiary, deliver to the trustee and the collateral agent an opinion of counsel and officer’s certificate that such supplemental indenture and other Collateral Documents required to be executed and delivered by such Subsequent Guarantor; and |
• | if any Capital Stock of such Subsequent Guarantor is owned by or on behalf of the Company or any other subsidiary guarantor, cause, subject to the Agreed Security Principles, such Capital Stock to be pledged pursuant to the Security Agreement or other applicable Collateral Document. |
• | execute and deliver, or cause such Restricted Subsidiary(ies) to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the collateral agent for the filing for recording thereof) in the appropriate vessel or ship registry, an amendment or supplement to an existing Collateral Rig Mortgage or such other Collateral Rig Mortgage as shall be necessary or appropriate to grant to the collateral agent (or the security trustee), for the ratable benefit of the Securities Secured Parties, a Lien over such Rig owned by the Company or any of its Restricted Subsidiaries, as applicable; and |
• | in connection with the execution and delivery of such Collateral Rig Mortgage (or, as applicable, such amendment or supplement to an existing Collateral Rig Mortgage) over such additional Collateral Rig, deliver, or cause the applicable Collateral Rig Owner to deliver, (x) certificates of registration showing the registered ownership of such Collateral Rig and the results of maritime lien registry searches indicating no record liens other than Permitted Liens with respect to such additional Collateral Rig, and (y) if requested by the collateral agent, a customary legal opinion of counsel relating to matters governed by the laws of the jurisdiction in which the applicable additional Collateral Rig is flagged, covering customary matters and in form and substance reasonably satisfactory to the collateral agent (it being agreed that any such opinion substantially in the form of a comparable opinion previously delivered to the trustee or collateral agent for any specific jurisdiction shall be deemed reasonably acceptable for such purposes). |
• | either (i) we shall be the continuing person or (ii) the person formed by such consolidation or amalgamation or into which we are merged, or the person which acquires, by sale, lease, conveyance, transfer or other disposition, all or substantially all of our properties and assets, as applicable, is organized or existing under the laws of any State of the United States, the District of Columbia, the Cayman Islands or England and Wales (the “ Successor Company provided co-obligor of the notes is a corporation) and shall expressly assume, by a supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on or any Additional Amounts with respect to the notes; |
• | immediately after giving effect to such transaction and any related transactions, no default or Event of Default shall have occurred and be continuing or would result therefrom and we would be permitted to incur at least $1 of additional indebtedness in accordance with “—Certain Covenants—Limitation on Indebtedness”; |
• | each subsidiary guarantor shall by supplemental indenture confirm that its notes guarantee shall apply to its obligations under the indenture and the notes; and |
• | we deliver to the trustee an officers’ certificate and an opinion of counsel, each in the form required by the indenture and stating that the transaction and the supplemental indenture comply with the indenture. |
• | if any withholding would not be payable or due but for the fact that (1) the holder of a note (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation) is a domiciliary, national or resident of, or engaging in business or |
maintaining a permanent establishment or fixed base or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the note or the collection of the principal amount, redemption price and interest (if any), in accordance with the terms of the note and the indenture, or the enforcement of the note or (2) where presentation is required, the note was presented more than 30 days after the date such payment became due or was provided for, whichever is later; |
• | if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; |
• | if any withholding tax is attributable to any tax, levy, impost or charge that is payable otherwise than by withholding from payment of the principal amount, redemption price and interest (if any); |
• | if any withholding tax would not have been imposed but for the failure to comply with certification, identification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the note, if (A) this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding tax and (B) at least 30 days prior to the first scheduled payment date for which compliance will be required, we have notified holders or beneficial owners of notes that they must comply with such certification, identification, information, documentation or other reporting requirements; |
• | to the extent (i) a holder of a note is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction and (ii) such holder is unable to provide evidence of its inability to obtain such refund or credit within ten days of us notifying such holder of the application of this provision; or |
• | any combination of the instances described in the preceding bullet points. |
• | failure to pay principal of or premium (if any) on any notes when due and payable at maturity, upon redemption or otherwise; |
• | failure to pay any interest on or any Additional Amounts with respect to notes when due and payable and such default continues for 30 days; |
• | default in the performance or breach of any covenant in the indenture, which default continues uncured for a period of 60 days after we receive written notice from the trustee or we and the trustee receive written notice from the holders of at least 25% in aggregate principal amount of the outstanding notes (either of such notices, a “ Notice of Default |
• | (i) any notes guarantee of a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such notes guarantee or pursuant to the terms of the indenture) or such subsidiary guarantor denies or disaffirms its obligations under such notes guarantee or (ii) the Collateral Documents after delivery thereof shall for any reason (other than in accordance with the terms thereof or pursuant to the terms of the indenture) cease to be a valid and perfected lien in any material portion, when taken as a whole, of the Collateral of the Company and the subsidiary guarantors that are Significant Subsidiaries purported and required to be covered thereby (except to the extent that any such loss of perfection results from the failure of the trustee or the collateral agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file continuation statements (or similar filings in the relevant jurisdiction) and except as to Collateral consisting of real property or Rigs to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied or failed to acknowledge coverage), or NFC or any such Significant Subsidiary shall so state in writing; |
• | certain events of bankruptcy, insolvency or reorganization, as the case may be, involving any Significant Subsidiary or us; |
• | default under any bond, debenture, note or other evidence of Indebtedness by the Company or any of its Significant Subsidiaries or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness resulting in the acceleration of such Indebtedness and with respect to which there has been such a default in payment shall exceed $50 million; |
• | any failure to pay principal of, or premium (if any) and interest on the Revolving Loan Credit Agreement when due and payable at maturity; |
• | one or more final judgments or orders for the payment of money, fines or penalties involving an aggregate liability of $50 million or more (not paid or to the extent not covered by insurance (subject to customary deductible)) is entered against the Company or any Significant Subsidiary and such judgment, order, penalty or fine shall not have been satisfied, vacated, discharged, stayed or bonded, as applicable, pending appeal for a period of 60 consecutive days; or |
• | a UK Insolvency Event shall occur in respect of any UK Relevant Entity. |
• | in the case of the payment of the principal of, premium (if any) or interest on any notes or the payment of Additional Amounts, if any; or |
• | except as described below under the caption “—Amendment, Supplement and Waiver.” |
• | the holder gives the trustee written notice of a continuing Event of Default for the notes; |
• | the holders of at least 25% in principal amount of the outstanding notes make a written request to the trustee to pursue the remedy; |
• | the holders offer to the trustee indemnity or security satisfactory to the trustee against the costs, expenses and liabilities to be incurred in compliance with such request; |
• | the trustee fails to act for a period of 60 days after receipt of the request and offer of indemnity or security; |
• | during that 60-day period, the holders of a majority in principal amount of the notes do not give the trustee a direction inconsistent with the request; and |
• | such action does not violate the Collateral Agency Agreement or any Senior Lien Intercreditor Agreement. |
• | with respect to notes, conducting any proceeding for any remedy available to the trustee and exercising any trust or power conferred on the trustee relating to or arising as a result of specified Events of Default; or |
• | with respect to all notes issued under the indenture that are affected, conducting any proceeding for any remedy available to the trustee and exercising any trust or power conferred on the trustee relating to or arising other than as a result of such specified Events of Default. |
• | changes the stated maturity of the notes, or any installment of principal of or interest on any note; |
• | change any of our obligations to pay Additional Amounts (except under certain circumstances provided in the indenture); |
• | reduces the principal amount of or the interest rate applicable to any note; |
• | changes any place of payment for any note; |
• | changes the currency in which the principal, premium, or interest of any note may be repaid; |
• | amends the contractual right of the holder of any note to institute suit for the enforcement of any payment due in respect of any note on or after stated maturity; |
• | reduces the amount of notes whose holders must consent to an amendment, supplement or waiver; |
• | waives any default in the payment of principal of, or premium or interest on, any note due under the indenture (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the indenture or any notes guarantee which cannot be amended or modified without the consent of all affected holders); |
• | makes any change to or modify the ranking of the notes as to the contractual right of payment in a manner that would adversely affect the holders thereof, except in accordance with the terms of the indenture; |
• | releases Liens on (a) any Collateral Rig (directly or indirectly (including by way of release of security interest in Capital Stock)) or (b) with respect to other Collateral, material portion of such other Collateral, except in accordance with the terms of the indenture; or |
• | releases any subsidiary guarantor from any of its obligations under the notes guarantees or the indenture, except in accordance with the terms of the indenture. |
• | to cure any ambiguity, defect or inconsistency; |
• | to comply with the indenture’s provisions with respect to successor corporations; |
• | with respect to any Pledgor other than the Company or a subsidiary guarantor, provide for the assumption of such Pledgor’s obligations under the applicable Securities Documents in the case of a consolidation, amalgamation, merger or sale of all or substantially all of such Person’s assets in a transaction not otherwise prohibited under the indenture; |
• | to make any change that does not adversely affect the rights of any holder of notes in any material respect; |
• | add to the covenants of the Company for the benefit of the holders or to surrender any right or power conferred upon the Company in the indenture; |
• | comply with any requirements of the Commission in connection with qualifying, or maintaining the qualification of, the indenture under the TIA; |
• | evidence and provide for the acceptance and appointment under the indenture of a successor trustee, a successor collateral agent or a successor paying agent thereunder; |
• | to issue additional notes (including PIK notes) as permitted by the indenture; |
• | make any amendment to the provisions of the indenture relating to the transfer and legending of notes as permitted thereby; provided, however, that such amendment does not materially and adversely affect the rights of holders to transfer notes; |
• | add Collateral, or substitute or replace any Collateral with similar assets, with respect to any or all of the notes and/or the notes guarantees; |
• | add a Pledgor, or substitute or replace any Pledgor with similar assets, with respect to any or all of the notes and/or the notes guarantees; |
• | release any Collateral from the Lien securing the notes when not prohibited or when required by the applicable Collateral Document(s) or the indenture; |
• | with respect to the Securities Documents, make any amendments or supplements as provided in the relevant Securities Document; |
• | comply with the rules of any applicable securities depositary; |
• | add a subsidiary guarantor, a guarantee of Noble Parent Company or a co-obligor of the notes, the Senior Credit Facility and/or the Securities Documents; |
• | to allow a subsidiary guarantor to execute a supplemental indenture or a notes guarantee or to release any subsidiary guarantor from any of its obligations under its notes guarantee or the provisions of the indenture, in accordance with the terms of such notes guarantee or pursuant to the terms of the indenture; or |
• | to evidence or give effect to any subordination or release of any Lien on any Collateral granted to or held by it under any Securities Document to the holder of any Permitted Lien described in clause (l) or (bb) of the definition of “Permitted Liens” (or any modification, replacement, renewal, extension or refinancing thereof permitted by clause (gg) of the definition of “Permitted Liens”). |
• | that all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by any Grantor to secure any Obligations in respect of such Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the collateral agent, for the benefit of the Parity Lien Secured Parties, equally and ratably; |
• | that such Parity Lien Representative and the holders of Obligations in respect of such Series of Parity Lien Debt are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens and Parity Liens and the order of application of proceeds from the enforcement of Priority Liens and Parity Liens; and |
• | appointing the collateral agent and consenting to the terms of the Collateral Agency Agreement, the Intercreditor Agreement and the performance by the collateral agent of, and directing the collateral agent to perform, its obligations under the Collateral Agency Agreement or applicable security documents, as applicable, and the Intercreditor Agreement, together with all such powers as are reasonably incidental thereto. |
• | the termination or expiration of (i) all commitments to extend credit that would constitute Priority Lien Debt, and (ii) all obligations of issuing banks to issue any letters of credit constituting Priority Lien Obligations; |
• | the payment in full in cash of the principal of and interest and premium (if any) on all Priority Lien Debt (including all interest, fees and expenses accrued after the commencement of any Insolvency or Liquidation Proceeding whether or not allowed or allowable in such proceeding), and all fees and premium (if any) on all Priority Lien Obligations (other than any undrawn letters of credit), in each case excluding any Excess Priority Lien Obligations; |
• | the payment in full in cash (or such other arrangements as have been made (and communicated to the Priority Lien Agent)) of obligations in respect of Hedging Obligations constituting Priority Lien Obligations (under clauses (c) and (d) of the definition of “Priority Lien Cap”) pursuant to the terms of the Priority Credit Agreement other than such Hedging Obligations that have been novated or collateralized to the extent required by the terms thereof; |
• | discharge or cash collateralization (at the lower of (i) 105% of the aggregate undrawn amount and (ii) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Obligations and the aggregate fronting and similar fees which may accrue thereon through the stated expiry of such letters of credit; and |
• | payment in full in cash of all other Priority Lien Obligations ((which in the case of Hedging Obligations and Bank Product Obligations are to the extent set forth under the third and fourth bullet points of the definition of “Priority Lien Cap”) other than the Priority Lien Debt), including without limitation, Bank Product Obligations, that are outstanding and unpaid at the time the Priority Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at or prior to such time). |
Fiscal Quarter Ended | EBITDA | |
March 31, 2020 | The amount set forth in the Revolving Loan Credit Agreement as in effect on February 5, 2021. | |
June 30, 2020 | The amount set forth in the Revolving Loan Credit Agreement as in effect on February 5, 2021. | |
September 30, 2020 | The amount set forth in the Revolving Loan Credit Agreement as in effect on February 5, 2021. | |
December 31, 2020 | The amount set forth in the Revolving Loan Credit Agreement as in effect on February 5, 2021. |
• | any Subsidiary with respect to which the provision of a Guarantee of the Securities Debt by such Subsidiary: (i) would be prohibited or restricted by any Governmental Authority with authority over such Subsidiary, applicable law or regulation or analogous restriction or contract (including (1) any requirement to obtain the consent, approval, license or authorization of any Governmental Authority or |
third party, unless such consent, approval, license or authorization has been received and (2) any restriction or requirement contained in any organizational documents to comply with local jurisdictional requirements or customs (subject to inclusion of any local law-required limitations and such other changes as may be required or otherwise included in accordance with the Agreed Security Principles)), but excluding any other restriction in any organizational documents of such Subsidiary for purposes of this clause (i) so long as, in the case of any such restriction contained in any contract, (x) in the case of Subsidiaries of the Company existing on February 5, 2021, such restriction is then in existence and (y) in the case of Subsidiaries of the Company acquired (or formed) after February 5, 2021, such restriction is in existence at the time of such acquisition or formation; (ii) would result in material adverse tax consequences as reasonably determined by the Company; or (iii) would result in a risk to the officers or directors (or equivalent) of such Subsidiary of personal, civil or criminal liability; |
• | (i) any non-wholly owned Subsidiary, other than Eligible LCEs (provided clause (i) solely because a portion (but not all) of the Capital Stock in such Subsidiary are sold or otherwise transferred to any Person that is not the Company or a guarantor subsidiary, and, notwithstanding such sale or other transfer of a portion (but not all) of the Capital Stock in such Subsidiary, such Subsidiary shall remain a subsidiary guarantor to the extent it does not otherwise constitute an Excluded Subsidiary); (ii) any Unrestricted Subsidiary; and (iii) any Immaterial Subsidiary; |
• | any Restricted Subsidiary acquired with pre-existing Indebtedness (to the extent not created in contemplation of such acquisition) and the terms of which prohibit the provision of a Guarantee of the Securities Debt by such Restricted Subsidiary; |
• | any Subsidiary to the extent that the burden or cost of providing a Guarantee of the Securities Debt outweighs the benefit afforded thereby as reasonably determined by the Company and the trustee (or Senior Credit Facility Agent); and |
• | any Subsidiary that is otherwise excluded from the requirement to provide a Guarantee of the Securities Debt pursuant to the Agreed Security Principles. |
• | Swap Agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; |
• | other agreements or arrangements designed to manage interest rates or interest rate risk; and |
• | other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices. |
• | the aggregate of all unrestricted cash and Cash Equivalents held on the balance sheet of, or controlled by, or held for the benefit of, such Person other than the following amounts (without duplication): (a) any cash set aside to pay in the ordinary course of business amounts then due and owing by such Person to unaffiliated third parties and for which such Person has issued checks (or similar instruments) or has initiated wires or ACH transfers in order to pay such amounts; (b) any cash of such Person constituting purchase price deposits or other contractual or legal requirements to deposit money held by or for the benefit of an unaffiliated third party; (c) deposits of cash or Cash Equivalents from unaffiliated third parties that are subject to return pursuant to binding agreements with such third parties; (d) cash and Cash Equivalents in deposit or securities accounts or other bank accounts that are designated solely as accounts for, and are used solely for, payroll funding, employee compensation, employee benefits or taxes, in each case in the ordinary course of business; (e) petty cash; (f) any cash or Cash Equivalents held in Excluded Accounts; and (g) cash and Cash Equivalents of such Person: (i) that may not be distributed (as a dividend or otherwise) to any of the Company or a guarantor subsidiary (directly or indirectly) without a prior governmental approval (that has not been obtained) or the distribution (by dividend or otherwise) of which to the Company or a guarantor subsidiary would be prohibited by any law, rule, regulation, judgment, decree or order of any Governmental Authority with jurisdiction over such Person, its property or such transaction, (ii) the distribution (by dividend or otherwise) of which is prohibited by such Person’s organizational documents or any contractual obligation applicable to such Person or its property, (iii) with respect to which repatriation thereof (directly or indirectly) to the Company or a guarantor subsidiary would (x) result in a risk of personal, civil or criminal liability on the part of, or a conflict with the fiduciary duties of, any officer, director or manager (or equivalent) of such Person, (y) be restricted by corporate benefit or other principles of a type referred to in clause (e) of the definition of “Agreed Security Principles,” or (z) result in adverse tax consequences, in each case as reasonably determined by the Company or (iv) that are otherwise not reasonably expected to be readily accessible in cash for the general corporate purposes of the Company or subsidiary guarantor, as the case may be, without undue administrative burden or costs during the period ending 90 days after such determination date; minus |
• | cash and Cash Equivalents of such Person constituting (a) reserves of the type referred to in clause (ii)(D) of the second bullet point of the definition of “Net Proceeds” in connection with a permitted Disposition, and (b) reserves for Taxes and other liabilities to the extent such amounts are required by any applicable law or are in accordance with GAAP or other generally accepted accounting principles in effect in the jurisdiction of organization of such Person; minus |
• | the aggregate amount of expenses and disbursements projected to be paid in cash by such Person during the period ending 90 days after such date of determination. |
• | the proceeds actually received in respect of such event in cash or Cash Equivalents, including (i) any cash or Cash Equivalents actually received in respect of any non-cash proceeds, including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment or earn-out (but excluding any interest payments), but only as and when received, (ii) in the case of a casualty insurance proceeds that are actually received and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments that are actually received, minus |
• | the sum of (i) all fees and out-of-pocket provided |
reduction solely to the extent that the Company and/or any Restricted Subsidiaries receives cash in an amount equal to the amount of such reduction, (B) the amount of all payments that are not prohibited under the indenture and are made by the Company and the Restricted Subsidiaries as a result of such event to repay Indebtedness (other than the Securities) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, (C) the pro rata portion of net cash proceeds thereof (calculated without regard to this clause (C) ) attributable to minority interests and not available for distribution to or for the account of the Company and the Restricted Subsidiaries as a result thereof and (D) the amount of any liabilities directly associated with such asset and retained by the Company or the Restricted Subsidiaries, (iii) the amount of all Taxes paid (or reasonably estimated to be payable, including any withholding taxes estimated to be payable in connection with the repatriation of such Net Proceeds), and (iv) the amount of any reserves established by the Company and the Restricted Subsidiaries to fund contingent liabilities reasonably estimated to be payable, that are associated with such event, provided |
• | the notes and the PIK notes and, in each case, the notes guarantees thereof; and |
• | any other Indebtedness (other than intercompany Indebtedness owing to the Company or its Subsidiaries) of any Grantor that is (i) secured equally and ratably with the notes, (ii) incurred as permitted in the indenture under the seventh bullet point of “—Certain Covenants—Limitation on Indebtedness” (insofar as secured by clause (k) of the definition of “Permitted Liens”), (iii) permitted to be incurred and so secured under each applicable Priority Lien Document or Parity Lien Document, and (iv) has a final maturity equal to or later than, and a Weighted Average Life to Maturity equal to or greater than, the February 15, 2028; provided |
• | on or before the date on which such Indebtedness is incurred by any Grantor, such Indebtedness is designated by the Company, in an officers’ certificate delivered to each Parity Lien Representative and the collateral agent, as “Parity Lien Debt” for the purposes of the indenture and the Collateral Agency Agreement; provided further |
• | the Parity Lien Representative of such Parity Lien Debt (other than additional notes under the indenture) shall have executed and delivered an Additional Secured Debt Designation; and |
• | all requirements set forth in the Collateral Agency Agreement as to the confirmation, grant or perfection of the collateral agent’s Liens to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this second bullet point will be conclusively established if the Company delivers to the collateral agent an officers’ certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is “Parity Lien Debt”). |
• | in the case of the notes, the trustee; or |
• | in the case of any other Series of Parity Lien Debt, the trustee, agent or representative of the holders of such Series of Parity Lien Debt who (A) is appointed as a Parity Lien Representative (for purposes related to the administration of the Parity Lien Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Parity Lien Debt, together with its successors in such capacity, and (B) has become a party hereto on the date hereof or has executed and delivered a Collateral Agency Joinder in accordance herewith. |
• | Liens for crews’ wages (including the wages of the master of the Rig) that are discharged in the ordinary course of business and have accrued for not more than 60 days (or such longer period provided for under any First Lien Indebtedness) unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Company or relevant Restricted Subsidiary, and the Company or relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the Rig to sale, forfeiture or loss; |
• | Liens for salvage (including contract salvage) or general average, and Liens for wages of stevedores employed by the owner of the Rig, the master of the Rig or a charterer or lessee of such Rig, which in each case have accrued for not more than 60 days (or such longer period provided for under any First Lien Indebtedness) unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Company or relevant Restricted Subsidiary, and the Company or relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the Rig to sale, forfeiture or loss; |
• | shipyard Liens and other Liens arising by operation of law arising in the ordinary course of business in operating, maintaining, repairing, modifying, refurbishing, or rebuilding the Rig (other than those referred to in first two bullet points above), including maritime Liens for necessaries, which in each case have accrued for not more than 60 days (or such longer period provided for under any First Lien Indebtedness) unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Company or relevant Restricted Subsidiary, and the Company or relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the Rig to sale, forfeiture, or loss; |
• | Liens for damages arising from maritime torts which are unclaimed, or are covered by insurance and any deductible applicable thereto, or in respect of which a bond or other security has been posted on behalf of the Company or relevant Restricted Subsidiary with the appropriate court or other tribunal to prevent the arrest or secure the release of the Rig from arrest, unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Company or relevant Restricted Subsidiary, and the Company or relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the Rig to sale, forfeiture, or loss; |
• | Liens that, as indicated by the written admission of liability therefor by an insurance company, are covered by insurance (subject to reasonable deductibles); and |
• | Liens for charters or subcharters or leases or subleases not prohibited under the indenture. |
• | any amalgamation, merger, exchange offer, conversion, consolidation or similar action of Noble Parent Company with or into any other Person, or of any other Person with or into Noble Parent Company, or the sale or other Disposition (other than by lease) of all of its assets of Noble Parent Company to any other Person, |
• | any continuation, discontinuation, statutory migration, domestication, redomestication, amalgamation, merger, plan or scheme of arrangement, exchange offer, business combination, reincorporation, reorganization, consolidation or similar action of Noble Parent Company pursuant to the law of the jurisdiction of its organization or incorporation and of any other jurisdiction, or |
• | the formation of a Person that becomes, as part of the transaction or series of related transactions, the direct or indirect owner of 100% of the voting shares (except for directors’ qualifying shares) of Noble Parent Company (the “ New Parent |
• | in the case of any action specified in the first bullet point above, the entity that is the surviving, resulting or continuing Person in such merger, amalgamation, conversion, consolidation or similar action, or the transferee in such sale or other Disposition, |
• | in the case of any action specified in the second bullet point above, the entity that constituted Noble Parent Company immediately prior thereto above (but disregarding for this purpose any change in its jurisdiction of organization or incorporation), or |
• | in the case of any action specified in the third bullet point above, the New Parent (in any such case, the “ Surviving Person |
• | a UK Relevant Entity is unable, admits in writing its inability or is deemed unable to pay its debts generally as they fall due (other than (i) debts owed to the Company or a Subsidiary, (ii) solely by reason of balance sheet liabilities exceeding balance sheet assets or (iii) under section 123(1)(a) of the Insolvency Act 1986 of the United Kingdom where demand is made for an amount of less than $50,000,000 and such demand is settled and/or discharged within 21 days of being made), suspends making payments on any of its material debts, fails generally to pay its debts as they become due, or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more class of creditors (other than a creditor or class of creditors in respect of Indebtedness arising pursuant to the Securities Documents or any Securities Secured Party in its capacity as such) with a view to rescheduling any of its Material Indebtedness; |
• | any corporate action, legal proceedings or other formal legal procedure or step is taken in relation to: |
• | the suspension of payments of its debts generally, a moratorium of any indebtedness, winding-up, liquidation, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement, restructuring plan or otherwise) of any UK Relevant Entity; |
• | (by reason of actual or anticipated financial difficulties) a composition, compromise, assignment or arrangement with any class of creditors of any UK Relevant Entity (excluding any Securities Secured Party in its capacity as such with respect to any Securities Debt); |
• | the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, or other similar officer in respect of any UK Relevant Entity, or all or substantially all of its assets; or |
• | enforcement of any Lien over any material asset of any UK Relevant Entity, or any analogous procedure or step is taken in any jurisdiction, save that this clause shall not apply to (1) any involuntary proceeding or procedure that is discharged, permanently stayed or dismissed within 21 days of commencement, or (2) any solvent liquidation or reorganization of any Restricted Subsidiary incorporated under the laws of England and Wales so long as any payments or assets distributed as a result of such liquidation or reorganization are distributed to the Company or other Restricted Subsidiaries; provided |
• | any expropriation, attachment, sequestration, distress or execution affects any asset or assets of a UK Relevant Entity, except where such action has not had, and would not reasonably be expected to adversely affect, in any material respect, the Company’s ability to make principal or interest payments on the Securities; |
• | any UK Relevant Entity institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditor’s rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official; and |
• | any UK Relevant Entity takes any action in furtherance of, or confirming its consent to, approval of, or acquiescence in, any of the foregoing acts; |
• | has no Indebtedness other than Non-Recourse Debt or Indebtedness that would become Non-Recourse Debt upon such designation; |
• | except as not prohibited by the indenture as described in “—Certain Covenants—Limitation on Affiliate Transactions,” is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; |
• | is a Person with respect to which neither the Company nor any of the Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Capital Stock or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; |
• | has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of the Restricted Subsidiaries; and |
• | immediately after giving effect to such designation, no Default shall have occurred and be continuing and the Company could Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Total Leverage Ratio test described in “—Certain Covenants—Limitation on Indebtedness” on a pro forma basis taking into account such designation (which shall assume that the Senior Credit Facility and any other Indebtedness that is in the nature of a revolving or assets based nature are deemed to be fully drawn for purposes of such calculation). |
• | a limited-purpose trust company organized under the laws of the State of New York; |
• | a “banking organization” within the meaning of the New York Banking Law; |
• | a member of the Federal Reserve System; |
• | a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and |
• | a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. |
Name of Selling Securityholder (1) |
Principal Amount of Notes Beneficially Owned Prior to Offering (2) |
Principal Amount of Notes That May Be Offered Hereby (2) |
Principal Amount of Notes Beneficially Owned After Offering (3) |
Percentage of Notes Beneficially Owned After Offering (3) |
||||||||||||
Investors for which Pacific Investment Management Company LLC serves as investment manager, adviser or sub-adviser (4) |
$ | 103,267,102 | $ | 103,267,102 | $ | — | — | % | ||||||||
Investors for which Goldman Sachs Asset Management, L.P. serves as investment manager, investment adviser or sub-adviser (5) |
$ | 5,961,194 | $ | 406,670 | $ | 5,554,524 | 2.6 | % | ||||||||
Entities affiliated with Nomura Corporate Research and Asset Management Inc. (6) |
$ | 1,049,493 | $ | 282,848 | $ | 766,645 | * | |||||||||
PFM Multi-Manager Fixed Income Fund (7) |
$ | 8,523 | $ | 1,034 | $ | 7,489 | * | |||||||||
Sefton Place Fund (8) |
$ | 59,319 | $ | 59,319 | $ | — | — | % | ||||||||
Stichting Blue Sky Active High Yield Fixed Income USA Fund (9) |
$ | 5,515 | $ | 5,515 | $ | — | — | % | ||||||||
Entities affiliated with Brigade Capital Management, LP (10) |
$ | 3,507,408 | $ | 2,380,931 | $ | 1,126,477 | * |
* | Less than 1%. |
(1) | The principal amount of Notes shown in the table includes Notes that would be held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account. |
(2) | Does not include the PIK Notes (as defined herein) that may be issued if interest on the Notes is paid-in-kind |
(3) | Assumes the selling securityholders sell all of the Notes offered pursuant to this prospectus. The percentage of Notes beneficially owned is based upon $216,000,000 principal amount of Notes outstanding as of March 7, 2022. |
(4) | According to information provided by Pacific Investment Management Company LLC, Pacific Investment Management Company LLC, as the investment manager, adviser or sub-adviser of the funds and accounts who are the holders of record of the referenced Notes to be registered, may be deemed to have or to share voting and dispositive power over the referenced Notes. The address for such funds and accounts is c/o Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, California 92660. |
(5) | According to information provided by Goldman Sachs Asset Management, L.P., principal amount of Notes offered hereby consists of (i) $11,775 principal amount of Notes owned by Goldman Sachs Trust—Goldman Sachs Institutional Funds PLC—Global High Yield Portfolio II, (ii) $63,401 principal amount of Notes owned by Goldman Sachs Trust—Goldman Sachs Income Builder Fund, (iii) $51,928 principal amount of Notes owned by Goldman Sachs Funds—Goldman Sachs Global High Yield Portfolio, (iv) $76,081 principal amount of Notes owned by Goldman Sachs Trust—Goldman Sachs High Yield Floating Rate Fund, (v) $55,098 principal amount of Notes owned by Goldman Sachs Trust—Goldman Sachs High Yield Fund, (vi) $11,095 principal amount of Notes owned by UBS Wealth Management—Multi Manager Access II, (vii) $67,929 principal amount of Notes owned by SEI Institutional Managed Trust—Multi-Asset Income Fund, (viii) $10,265 principal amount of Notes owned by Sidera Funds SICAV and (ix) $22,643 principal amount of Notes owned by Factory Mutual Insurance Company. Goldman Sachs Asset Management L.P. serves as the investment manager to each of the GSAM funds and accounts. The Fixed Income Portfolio Management Team of Goldman Sachs Asset Management, L.P. may be deemed to have or to share voting and investment power with respect to the Notes held by the GSAM funds and accounts. The address for the foregoing persons is 200 West Street, 3rd Floor, New York, New York 10282. |
(6) | According to information provided by Nomura Corporate Research and Asset Management Inc. (“NCRAM”), the registered holders of the referenced Notes to be registered are the following funds and accounts under the management of NCRAM: Nomura Funds Ireland plc—US High Yield Bond Fund, California Public Employees’ Retirement System, Stichting PGGM Depositary, American Century Investment Trust – NT High Income Fund, The Regents of the University of California, General Dynamics Corporation Group Trust, American Century Investment Trust – High Income Fund, Teachers’ Retirement System of the City of New York, New York City Employees’ Retirement System, Kapitalforeningen MP Invest High yield obligationer V, Mars Associates Retirement Plan, PensionDanmark Pensionforsikringsaktieselskab, The State of Connecticut Acting Through Its treasurer, Kapitalforeningen Industriens Pension Portfolio, High Yield obligationer III, Stichting Bewaarder Syntrus Achmea Global High Yield Pool, New York City Board of Education Retirement System, Barclays Multi-Manager Fund PLC, Best Investment Corporation, Aegon Custody B.V., Montgomery County Employees’ Retirement |
System, Pensionskasse SBB, New York City Police Pension Fund, Investeringsforeningen Lagernes Invest, L3Harris Pension Master Trust, National Railroad Retirement Investment Trust, Ohio Public Employees Retirement System, PACE High Yield Investments, Stichting Pensioenfonds Hoogovens, Delta Master Trust, Commonwealth of Massachusetts Employees Deferred Compensation Plan, Louisiana State Employees’ Retirement System, Pinnacol Assurance, Suzuka Inka, New York City Fire Department Pension Fund, Northern Multi-Manager High Yield Opportunity Fund, Stichting Mars Pensioenfonds, Nomura Multi Managers Fund II—US High Yield Bond, Blue Cross and Blue Shield Association National Retirement Trust, Government of Guam Retirement Fund and Montgomery County Consolidated Retiree Health Benefits Trust (collectively, the “NCRAM Accounts”). NCRAM is the investment manager or sub-investment manager of the NCRAM Accounts and holds the power to direct investments and/or vote the securities held by the NCRAM Accounts. Nomura Holdings, Inc. is the ultimate parent holding company of NCRAM, which, in its capacity as a parent company, disclaims beneficial ownership of the Notes except to the extent of its direct or indirect economic interest in NCRAM. The address for NCRAM is 309 W. 49th St., Worldwide Plaza, New York, New York 10019. |
(7) | According to information provided by PFM Multi-Manager Fixed Income Fund, PFM Multi-Manager Fixed Income Fund is part of the PFM Multi-Manager Series Trust. PFM Asset Management LLC serves as the investment advisor for the PFM Multi-Manager Series Trust. The address for PFM Asset Management LLC is 213 Market Street, Harrisburg, Pennsylvania 17101. |
(8) | According to information provided by Sefton Place Advisors, Sefton Place Advisors serves as the investment advisor to Sefton Place Fund. Sefton Place Advisors may be deemed to have voting and investment power with respect to the Notes. The address for Sefton Place Fund is c/o Sefton Place Advisors, 25 Green Street, Mayfair, W1K 7AX, London, United Kingdom. |
(9) | According to information provided by Stichting Blue Sky Active High Yield Fixed Income USA Fund. The address for Stichting Blue Sky Active High Yield Fixed Income USA Fund is Prof. E.M. Meijerslaan 1, 1183 AV Amstelveen, The Netherlands. |
(10) | According to information provided by Brigade Capital Management, LP, consists of (i) $38,098 principal amount of Notes beneficially owned by Brigade Debt Funding I Ltd prior to the offering, $25,800 principal amount of Notes that may be offered hereby and $12,298 principal amount of Notes beneficially owned after the offering, (ii) $31,171 principal amount of Notes beneficially owned by Brigade Debt Funding II Ltd. prior to the offering, $21,109 principal amount of Notes that may be offered hereby and $10,062 principal amount of Notes beneficially owned after the offering, (iii) $2,866,500 principal amount of Notes beneficially owned by Brigade Leveraged Capital Structures Fund Ltd prior to the offering, $1,945,958 principal amount of Notes that may be offered hereby and $920,542 principal amount of Notes beneficially owned after the offering, and (iv) $571,639 principal amount of Notes beneficially owned by Panther BCM LLC prior to the offering, $388,064 principal amount of Notes that may be offered hereby and $183,575 principal amount of Notes beneficially owned after the offering. The address for Brigade Capital Management, LP is 399 Park Avenue, 16th Floor, New York, New York 10022. |
1. | That no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and |
2. | In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: |
2.1 | on or in respect of the shares, debentures or other obligations of the Company; or |
2.2 | by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Act (As Revised). |
3. | These concessions shall be for a period of 20 years from the date hereof. |
• | directly to one or more purchasers in privately negotiated transactions; |
• | in underwritten offerings; |
• | through ordinary brokerage transactions, or other transactions involving brokers, dealers or agents; |
• | on any national securities exchange or quotation service on which the Notes may be listed or quoted at the time of the sale; |
• | in the over-the-counter |
• | through block trades in which the broker or dealer engaged to handle the block trade will attempt to sell the Notes as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
• | through the writing of options (including the issuance by the selling securityholders of derivative securities), whether the options or such other derivative securities are listed on an options exchange or otherwise; |
• | through short sales; |
• | in hedging transactions; |
• | through the distribution by a selling securityholder to its partners, members or stockholders; |
• | through a combination of any of the above methods of sale; or |
• | by any other method permitted pursuant to applicable law. |
• | a fixed price or prices, which may be changed; |
• | prevailing market prices at the time of sale; |
• | prices related to prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | varying prices determined at the time of sale; or |
• | negotiated prices. |
Noble Corporation and Noble Finance Company Audited Consolidated Financial Statements |
||||
F-3 |
||||
F-6 |
||||
F-8 |
||||
F-9 |
||||
F-10 |
||||
F-11 |
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F-12 |
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F-13 |
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F-16 | ||||
F-18 |
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F-19 |
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F-20 |
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F-21 |
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F-22 |
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F-23 |
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Pacific Drilling Company LLC Unaudited Condensed Consolidated Financial Statements |
||||
F-86 | ||||
F-87 | ||||
F-88 |
F-89 | ||||
F-90 | ||||
Pacific Drilling Company LLC and Pacific Drilling S.A. Audited Consolidated Financial Statements |
||||
F-96 | ||||
F-98 | ||||
F-99 | ||||
F-100 |
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F-101 | ||||
F-102 |
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The Drilling Company of 1972 A/S Consolidated Financial Statements |
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F-132 | ||||
F-134 | ||||
F-135 | ||||
F-136 | ||||
F-137 | ||||
F-138 |
Successor | Predecessor | |||||||
December 31, 2021 | December 31, 2020 | |||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Accounts receivable, net |
||||||||
Taxes receivable |
||||||||
Prepaid expenses and other current assets |
||||||||
Total current assets |
||||||||
Intangible assets |
— | |||||||
Property and equipment, at cost |
||||||||
Accumulated depreciation |
( |
) | ( |
) | ||||
Property and equipment, net |
||||||||
Other assets |
||||||||
Total assets |
$ | $ | ||||||
LIABILITIES AND EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued payroll and related costs |
||||||||
Taxes payable |
||||||||
Interest payable |
— | |||||||
Other current liabilities |
||||||||
Total current liabilities |
||||||||
Long-term debt |
— | |||||||
Deferred income taxes |
||||||||
Other liabilities |
||||||||
Liabilities subject to compromise |
— | |||||||
Total liabilities |
||||||||
Commitments and contingencies (Note 16) |
||||||||
Shareholders’ equity (deficit) |
||||||||
Predecessor common stock, $ |
— | |||||||
Successor common stock, $ |
— | |||||||
Additional paid-in capital |
||||||||
Retained earnings (accumulated deficit) |
( |
) | ||||||
Accumulated other comprehensive income (loss) |
( |
) | ||||||
Total shareholders’ equity (deficit) |
( |
) | ||||||
Total liabilities and equity |
$ | $ | ||||||
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Operating revenues |
||||||||||||||||
Contract drilling services |
$ | $ | $ | $ | ||||||||||||
Reimbursables and other |
||||||||||||||||
Operating costs and expenses |
||||||||||||||||
Contract drilling services |
||||||||||||||||
Reimbursables |
||||||||||||||||
Depreciation and amortization |
||||||||||||||||
General and administrative |
||||||||||||||||
Merger and integration costs |
— | — | — | |||||||||||||
Gain on sale of operating assets, net |
(185,934 | ) | — | — | — | |||||||||||
Hurricane losses and (recoveries), net |
— | — | — | |||||||||||||
Prepetition and restructuring costs |
— | — | — | |||||||||||||
Loss on impairment |
— | — | ||||||||||||||
Operating income (loss) |
( |
) | ( |
) | ||||||||||||
Other income (expense) |
||||||||||||||||
Interest expense, net of amount capitalized |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Bargain purchase gain |
— | — | — | |||||||||||||
Gain on extinguishment of debt, net |
— | — | ||||||||||||||
Interest income and other, net |
||||||||||||||||
Reorganization items, net |
— | ( |
) | — | ||||||||||||
Income (loss) from continuing operations before income taxes |
( |
) | ( |
) | ||||||||||||
Income tax benefit (provision) |
( |
) | ( |
) | ||||||||||||
Net income (loss) from continuing operations |
( |
) | ( |
) | ||||||||||||
Net loss from discontinued operations, net of tax |
— | — | — | ( |
) | |||||||||||
Net income (loss) |
( |
) | ( |
) | ||||||||||||
Net loss attributable to noncontrolling interests |
— | — | — | |||||||||||||
Net income (loss) attributable to Noble Corporation |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Net income (loss) attributable to Noble Corporation |
||||||||||||||||
Income (loss) from continuing operations |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Net loss from discontinued operations, net of tax |
— | — | — | ( |
) | |||||||||||
Net income (loss) attributable to Noble Corporation |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Per share data |
||||||||||||||||
Basic: |
||||||||||||||||
Income (loss) from continuing operations |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Loss from discontinued operations |
— | — | — | ( |
) | |||||||||||
Net income (loss) attributable to Noble Corporation |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Diluted: |
||||||||||||||||
Income (loss) from continuing operations |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Loss from discontinued operations |
— | — | — | ( |
) | |||||||||||
Net income (loss) attributable to Noble Corporation |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Weighted- Average Shares Outstanding |
||||||||||||||||
Basic |
||||||||||||||||
Diluted |
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Net income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Other comprehensive income (loss) |
||||||||||||||||
Foreign currency translation adjustments |
— | ( |
) | ( |
) | |||||||||||
Net pension plan gain (loss) (net of tax provision (benefit) of $ |
( |
) | ( |
) | ||||||||||||
Amortization of deferred pension plan amounts (net of tax provision of |
— | — | ||||||||||||||
Net pension plan curtailment and settlement gain (loss) (net of tax provision (benefit) of $( |
( |
) | — | ( |
) | |||||||||||
Other comprehensive income (loss), net |
( |
) | ||||||||||||||
Net comprehensive loss attributable to noncontrolling interests |
— | — | — | |||||||||||||
Comprehensive income (loss) attributable to Noble Corporation |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Cash flows from operating activities |
||||||||||||||||
Net income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Adjustments to reconcile net loss to net cash flow from operating activities: |
||||||||||||||||
Depreciation and amortization |
||||||||||||||||
Loss on impairment |
||||||||||||||||
Amortization of intangible assets |
||||||||||||||||
Gain on extinguishment of debt, net |
( |
) | ( |
) | ||||||||||||
Gain on sale of operating assets, net |
( |
) | — | — | ||||||||||||
Gain on bargain purchase |
( |
) | — | — | ||||||||||||
Reorganization items, net |
( |
) | ( |
) | — | |||||||||||
Deferred income taxes |
( |
) | ( |
) | ( |
) | ||||||||||
Amortization of share-based compensation |
||||||||||||||||
Other costs, net |
( |
) | ( |
) | ||||||||||||
Changes in components of working capital |
||||||||||||||||
Change in taxes receivable |
( |
) | ( |
) | ||||||||||||
Net changes in other operating assets and liabilities |
( |
) | ( |
) | ||||||||||||
Net cash provided by (used in) operating activities |
( |
) | ||||||||||||||
Cash flows from investing activities |
||||||||||||||||
Capital expenditures |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Cash acquired in stock-based business combination |
||||||||||||||||
Proceeds from disposal of assets, net |
||||||||||||||||
Net cash provided by (used in) investing activities |
( |
) | ( |
) | ( |
) | ||||||||||
Cash flows from financing activities |
||||||||||||||||
Issuance of second lien notes |
||||||||||||||||
Borrowings on credit facilities |
||||||||||||||||
Repayments of credit facilities |
( |
) | ( |
) | ( |
) | ||||||||||
Repayments of debt |
( |
) | ( |
) | ||||||||||||
Debt issuance costs |
( |
) | ( |
) | ||||||||||||
Warrants exercised |
||||||||||||||||
Purchase of noncontrolling interests |
( |
) | ||||||||||||||
Dividends paid to noncontrolling interests |
( |
) | ||||||||||||||
Cash paid to settle equity awards |
( |
) | ||||||||||||||
Taxes withheld on employee stock transactions |
( |
) | ( |
) | ( |
) | ||||||||||
Net cash provided by (used in) financing activities |
( |
) | ( |
) | ( |
) | ||||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
( |
) | ( |
) | ||||||||||||
Cash, cash equivalents and restricted cash, beginning of period |
||||||||||||||||
Cash, cash equivalents and restricted cash, end of period |
$ | $ | $ | $ | ||||||||||||
Shares | Additional Paid-in |
Retained Earnings (accumulated |
Accumulated Other Comprehensive |
Noncontrolling | Total Equity |
|||||||||||||||||||||||
Balance | Par Value | Capital | deficit) | income (Loss) | Interests | (Deficit) | ||||||||||||||||||||||
Balance at December 31, 2018 (Predecessor) |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
Employee related equity activity |
||||||||||||||||||||||||||||
Amortization of share-based compensation |
— | — | — | — | — | |||||||||||||||||||||||
Issuance of share-based compensation shares |
( |
) | — | — | — | — | ||||||||||||||||||||||
Tax benefit of equity transactions |
— | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||
Purchase of noncontrolling interests |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ( |
) | ||||||||||||||||||
Dividends paid to noncontrolling interests |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Other comprehensive loss, net |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Balance at December 31, 2019 (Predecessor) |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
Employee related equity activity |
||||||||||||||||||||||||||||
Amortization of share-based compensation |
— | — | — | — | — | |||||||||||||||||||||||
Issuance of share-based compensation shares |
( |
) | — | — | — | — | ||||||||||||||||||||||
Tax benefit of equity transactions |
— | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||
Other comprehensive loss, net |
— | — | — | — | — | |||||||||||||||||||||||
Balance at December 31, 2020 (Predecessor) |
$ | $ | $ | ( |
) | $ | ( |
) | $ | — | $ | ( |
) | |||||||||||||||
Employee related equity activity |
||||||||||||||||||||||||||||
Amortization of share-based compensation |
— | — | — | — | — | |||||||||||||||||||||||
Issuance of share-based compensation shares |
— | — | — | — | — | — | ||||||||||||||||||||||
Shares withheld for taxes on equity transactions |
— | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Other comprehensive income, net |
— | — | — | — | — | |||||||||||||||||||||||
Cancellation of Predecessor equity |
( |
) | ( |
) | ( |
) | — | |||||||||||||||||||||
Issuance of Successor common stock and warrants |
— | — | — | |||||||||||||||||||||||||
2/5/2021 (Predecessor) |
$ | $ | $ | — | $ | — | $ | — | $ | |||||||||||||||||||
2/6/2021 (Successor) |
$ | $ | $ | — | $ | — | $ | — | $ | |||||||||||||||||||
Employee related equity activity |
||||||||||||||||||||||||||||
Amortization of share-based compensation |
— | — | — | — | — | |||||||||||||||||||||||
Exchange of common stock for penny warrants |
( |
) | — | — | — | — | — | — | ||||||||||||||||||||
Exercise of common stock warrants |
— | — | — | — | ||||||||||||||||||||||||
Issuance of common stock for Pacific Drilling merger |
— | — | — | — | ||||||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Other comprehensive income, net |
— | — | — | — | — | |||||||||||||||||||||||
12/31/21 (Successor) |
$ | $ | $ | $ | $ | — | $ | |||||||||||||||||||||
Successor | Predecessor | |||||||
December 31, 2021 |
December 31, 2020 |
|||||||
ASSETS | ||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Accounts receivable, net |
||||||||
Accounts receivable from affiliates |
— | |||||||
Taxes receivable |
||||||||
Prepaid expenses and other current assets |
||||||||
Total current assets |
||||||||
Intangible asset |
— | |||||||
Property and equipment, at cost |
||||||||
Accumulated depreciation |
( |
) | ( |
) | ||||
Property and equipment, net |
||||||||
Other assets |
||||||||
Total assets |
$ | $ | ||||||
LIABILITIES AND EQUITY | ||||||||
Current liabilities |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued payroll and related costs |
||||||||
Taxes payable |
||||||||
Interest payable |
— | |||||||
Other current liabilities |
||||||||
Total current liabilities |
||||||||
Long-term debt |
— | |||||||
Deferred income taxes |
||||||||
Other liabilities |
||||||||
Liabilities subject to compromise |
— | |||||||
Total liabilities |
||||||||
Commitments and contingencies (Note 16) |
||||||||
Shareholder equity (deficit) |
||||||||
Predecessor common stock, $ |
— | |||||||
Successor common stock, $ |
— | |||||||
Capital in excess of par value |
||||||||
Retained earnings (accumulated deficit) |
( |
) | ||||||
Accumulated other comprehensive income (loss) |
( |
) | ||||||
Total shareholder equity (deficit) |
( |
) | ||||||
Total liabilities and equity |
$ | $ | ||||||
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Operating revenues |
||||||||||||||||
Contract drilling services |
$ | $ | $ | $ | ||||||||||||
Reimbursables and other |
||||||||||||||||
Operating costs and expenses |
||||||||||||||||
Contract drilling services |
||||||||||||||||
Reimbursables |
||||||||||||||||
Depreciation and amortization |
||||||||||||||||
General and administrative |
||||||||||||||||
Merger and integration costs |
— | — | — | |||||||||||||
Gain on sale of operating assets, net |
( |
) | — | — | — | |||||||||||
Hurricane losses and (recoveries), net |
— | — | — | |||||||||||||
Loss on impairment |
— | — | ||||||||||||||
Operating income (loss) |
( |
) | ( |
) | ||||||||||||
Other income (expense) |
||||||||||||||||
Interest expense, net of amount capitalized |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Gain on extinguishment of debt, net |
— | — | ||||||||||||||
Interest income and other, net |
||||||||||||||||
Reorganization items, net |
— | ( |
) | — | ||||||||||||
Income (loss) from continuing operations before income taxes |
( |
) | ( |
) | ||||||||||||
Income tax benefit (provision) |
( |
) | ( |
) | ||||||||||||
Net income (loss) from continuing operations |
( |
) | ( |
) | ||||||||||||
Net loss from discontinued operations, net of tax |
— | — | — | ( |
) | |||||||||||
Net income (loss) |
( |
) | ( |
) | ||||||||||||
Net loss attributable to noncontrolling interests |
— | — | — | |||||||||||||
Net income (loss) attributable to Noble Finance Company |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Net income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Other comprehensive income (loss) |
||||||||||||||||
Foreign currency translation adjustments |
— | ( |
) | ( |
) | |||||||||||
Net pension plan gain (loss) (net of tax provision (benefit) of $ |
( |
) | ( |
) | ||||||||||||
Amortization of deferred pension plan amounts (net of tax provision of |
— | — | ||||||||||||||
Net pension plan curtailment and settlement gain (loss) (net of tax provision (benefit) of $( |
( |
) | — | ( |
) | |||||||||||
Other comprehensive income (loss), net |
( |
) | ||||||||||||||
Net comprehensive loss attributable to noncontrolling interests |
— | — | — | |||||||||||||
Comprehensive income (loss) attributable to Noble Finance Company |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Cash flows from operating activities |
||||||||||||||||
Net income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Adjustments to reconcile net loss to net cash flow from operating activities: |
||||||||||||||||
Depreciation and amortization |
||||||||||||||||
Loss on impairment |
||||||||||||||||
Amortization of intangible assets |
||||||||||||||||
Gain on extinguishment of debt, net |
( |
) | ( |
) | ||||||||||||
Gain on sale of operating assets, net |
( |
) | — | — | — | |||||||||||
Reorganization items, net |
( |
) | ||||||||||||||
Deferred income taxes |
( |
) | ( |
) | ( |
) | ||||||||||
Amortization of share-based compensation |
||||||||||||||||
Other costs, net |
( |
) | ( |
) | ( |
) | ||||||||||
Change in components of working capital Change in taxes receivable |
( |
) | ( |
) | ||||||||||||
Net changes in other operating assets and liabilities |
( |
) | ( |
) | ||||||||||||
Net cash provided by (used in) operating activities |
( |
) | ||||||||||||||
Cash flows from investing activities |
||||||||||||||||
Capital expenditures |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Proceeds from disposal of assets |
||||||||||||||||
Net cash provided by (used in) investing activities |
( |
) | ( |
) | ( |
) | ||||||||||
Cash flows from financing activities |
||||||||||||||||
Issuance of second lien notes |
||||||||||||||||
Borrowings on credit facilities |
||||||||||||||||
Repayment of credit facilities |
( |
) | ( |
) | — | ( |
) | |||||||||
Repayments of debt |
( |
) | ( |
) | ||||||||||||
Debt issuance costs |
( |
) | ( |
) | ||||||||||||
Cash contributed by parent in connection with Pacific Drilling merger |
— | — | ||||||||||||||
Purchase of noncontrolling interests |
— | — | — | ( |
) | |||||||||||
Dividends paid to noncontrolling interests |
— | — | — | ( |
) | |||||||||||
Distributions to parent company, net |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Net cash provided by (used in) financing activities |
( |
) | ( |
) | ( |
) | ||||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
( |
) | ( |
) | ||||||||||||
Cash, cash equivalents and restricted cash, beginning of period |
||||||||||||||||
Cash, cash equivalents and restricted cash, end of period |
$ | $ | $ | $ | ||||||||||||
Shares | Additional Paid-in |
Retained Earnings (accumulated |
Accumulated Other Comprehensive |
Noncontrolling | Total Equity |
|||||||||||||||||||||||
Balance | Par Value | Capital | deficit) | Income (Loss) | Interests | (Deficit) | ||||||||||||||||||||||
Balance at December 31, 2018 (Predecessor) |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
Distributions to parent company, net |
— | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||
Capital contribution by parent— share-based compensation |
— | — | — | — | — | |||||||||||||||||||||||
Purchase of noncontrolling interests |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ( |
) | ||||||||||||||||||
Dividends paid to noncontrolling interests |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Other comprehensive loss, net |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Balance at December 31, 2019 (Predecessor) |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
Distributions to parent company, net |
— | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||
Capital contribution by parent— share-based compensation |
— | — | — | — | — | |||||||||||||||||||||||
Net loss |
— | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||
Other comprehensive loss, net |
— | — | — | — | — | |||||||||||||||||||||||
Balance at December 31, 2020 (Predecessor) |
$ | $ | $ | ( |
) | $ | ( |
) | $ | — | $ | ( |
) | |||||||||||||||
Distributions to parent company, net |
— | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||
Capital contribution by parent— share-based compensation |
— | — | — | — | — | |||||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Other comprehensive income, net |
— | — | — | — | — | |||||||||||||||||||||||
Elimination of Predecessor equity |
— | — | — | |||||||||||||||||||||||||
Balance at 2/5/2021 (Predecessor) |
$ | $ | $ | $ | $ | — | $ | |||||||||||||||||||||
Balance at 2/6/2021 (Successor) |
$ | $ | $ | — | $ | — | $ | — | $ | |||||||||||||||||||
Distributions to parent company, net |
— | — | ( |
) | ( |
) | — | — | ( |
) | ||||||||||||||||||
Capital contribution by parent— share-based compensation |
— | — | — | — | — | |||||||||||||||||||||||
Capital contribution by parent— Pacific Drilling merger |
— | — | — | — | — | |||||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Other comprehensive income, net |
— | — | — | — | — | |||||||||||||||||||||||
Balance at 12/31/2021 (Successor) |
$ | $ | $ | $ | $ | — | $ | |||||||||||||||||||||
• | Appointed re-appointed pursuant to the Plan. Subsequent to the Effective Date, an additional director was appointed. |
• | Terminated and cancelled all ordinary shares and equity-based awards of Legacy Noble that were outstanding immediately prior to the Effective Date; |
• | Transferred approximately |
• | Transferred approximately |
• | Issued approximately |
• | Issued approximately |
• | Issued approximately |
• | Issued approximately |
• | Issued |
• | Entered into a senior secured revolving credit agreement (the “Revolving Credit Agreement”) that provides for a $ |
• | Entered into an indenture governing the Second Lien Notes; |
• | Entered into a registration rights agreement with certain parties who received Ordinary Shares under the Plan (the “Equity Registration Rights Agreement”); and |
• | Entered into a registration rights agreement with certain parties who received Second Lien Notes under the Plan. |
Predecessor | ||||||||
Noble | Finco | |||||||
Period From | Period From | |||||||
January 1, 2021 | January 1, 2021 | |||||||
through | through | |||||||
February 5, 2021 | February 5, 2021 | |||||||
Professional fees (1) |
$ | ( |
) | $ | ( |
) | ||
Adjustments for estimated allowed litigation claims |
— | |||||||
Write-off of unrecognized share-based compensation |
( |
) | ( |
) | ||||
Gain on settlement of liabilities subject to compromise |
||||||||
Loss on fresh start adjustments |
( |
) | ( |
) | ||||
Total Reorganization items, net |
$ | $ | ||||||
(1) |
Payments of $ |
February 5, 2021 | ||||
Enterprise Value |
$ | |||
Plus: Cash and cash equivalents |
||||
Less: Fair value of debt |
( |
) | ||
Fair Value of Successor Equity |
$ | |||
February 5, 2021 | ||||
Enterprise Value |
$ | |||
Plus: Cash and cash equivalents |
||||
Plus: Non-interest bearing current liabilities |
||||
Plus: Non-interest bearing non-current liabilities |
||||
Reorganization value of Successor assets |
$ | |||
Predecessor | Reorganization Adjustments |
Fresh Start Adjustments |
Successor | |||||||||||||||||||||
ASSETS | ||||||||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Cash and cash equivalents |
$ | $ | ( |
) | (a | ) | $ | — | $ | |||||||||||||||
Accounts receivable, net |
||||||||||||||||||||||||
Taxes receivable |
||||||||||||||||||||||||
Prepaid expenses and other current assets |
( |
) | (b | ) | ( |
) | (m | ) | ||||||||||||||||
Total current assets |
( |
) | ( |
) | ||||||||||||||||||||
Intangible assets |
(n | ) | ||||||||||||||||||||||
Property and equipment, at cost |
( |
) | (o | ) | ||||||||||||||||||||
Accumulated depreciation |
( |
) | (o | ) | ||||||||||||||||||||
Property and equipment, net |
( |
) | ||||||||||||||||||||||
Other assets |
(c | ) | ( |
) | (m | ) | ||||||||||||||||||
Total assets |
$ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||
LIABILITIES AND EQUITY | ||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Accounts payable |
$ | $ | ( |
) | (d | ) | $ | $ | ||||||||||||||||
Accrued payroll and related costs |
||||||||||||||||||||||||
Taxes payable |
||||||||||||||||||||||||
Other current liabilities |
(e | ) | ( |
) | (m | ) | ||||||||||||||||||
Total current liabilities |
( |
) | ||||||||||||||||||||||
Long-term debt |
(f | ) | (p | ) | ||||||||||||||||||||
Deferred income taxes |
( |
) | (g | ) | (q | ) | ||||||||||||||||||
Other liabilities |
(h | ) | ( |
) | (m | ) | ||||||||||||||||||
Liabilities subject to compromise |
( |
) | (i | ) | ||||||||||||||||||||
Total liabilities |
( |
) | ( |
) | ||||||||||||||||||||
Shareholders’ equity (deficit) |
||||||||||||||||||||||||
Common stock (Predecessor) |
( |
) | (j | ) | — | — | ||||||||||||||||||
Common stock (Successor) |
— | (k | ) | — | ||||||||||||||||||||
Additional paid-in capital (Predecessor) |
( |
) | (j | ) | — | — | ||||||||||||||||||
Additional paid-in capital (Successor) |
— | (k | ) | — |
Predecessor | Reorganization Adjustments |
Fresh Start Adjustments |
Successor | |||||||||||||||||||||
Accumulated deficit |
( |
) | (l | ) | ( |
) | (r | ) | ||||||||||||||||
Accumulated other comprehensive loss |
( |
) | (s | ) | ||||||||||||||||||||
Total shareholders’ equity (deficit) |
( |
) | ( |
) | ||||||||||||||||||||
Total liabilities and equity |
$ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||
(a) | Represents the reorganization adjustment to cash and cash equivalents: |
Proceeds from Rights Offering |
$ | |||
Proceeds from the Revolving Credit Facility, net of issuance costs |
||||
Transfer of cash from restricted cash |
||||
Payment of professional service fees |
( |
) | ||
Payment of the pre-petition revolving credit facility principal and accrued interest |
( |
) | ||
Deconsolidation of NHUK |
( |
) | ||
Payment of recurring debt fees |
( |
) | ||
Change in cash and cash equivalents |
$ | ( |
) | |
(b) | Represents the reorganization adjustment for the following: |
Payment of professional service fees from escrow |
$ | ( |
) | |
Payment of Paragon litigation settlement form escrow |
( |
) | ||
Transfer of restricted cash to cash |
( |
) | ||
Adjustment to miscellaneous receivables related to the deconsolidation of NHUK upon emergence |
||||
Change in prepaid expenses and other current assets |
$ | ( |
) | |
(c) | Adjustments to other assets relates to capitalization of long-term debt issuance costs related to the Revolving Credit Facility of $ ( ) million. |
(d) | Adjustments to accounts payable related to the payment of professional fees $ ( ) million and the reinstatement of trade payables from liabilities subject to compromise of $ |
(e) | Adjustment of $ |
(f) | Represents $ |
(g) | Represents the write-off of $( |
(h) | Represents cancellation of $( right-of-use |
(i) | Liabilities subject to compromise settled or reinstated in accordance with the Plan and the resulting gain were determined as follows: |
$ | ||||
Accrued and unpaid interest |
||||
Protection and indemnity insurance liabilities |
||||
Accounts payable and other payables |
||||
Estimated loss on litigation |
||||
Lease liabilities |
||||
Total consolidated liabilities subject to compromise |
||||
Issuance of Successor common stock |
( |
) | ||
Issuance of Successor warrants to certain Predecessor creditors |
( |
) | ||
Payment of the pre-petition revolving credit facility principal and accrued interest |
( |
) | ||
Payment of Paragon litigation settlement from escrow |
( |
) | ||
Reinstatement of Transocean litigation liability |
( |
) | ||
Reinstatement of protection and indemnity insurance liabilities |
( |
) | ||
Reinstatement of trade payables and right-of-use |
( |
) | ||
Gain on settlement of liabilities subject to compromise |
$ | |||
(j) | Represents the cancellation of the Predecessor’s common stock of $( paid-in capital of $( |
(k) | Represents the reorganization adjustments to common stock and additional paid in capital: |
Par value of |
$ | |||
Capital in excess of par value of |
||||
Fair value of new warrants issued |
||||
Total Successor equity issued on the Effective Date |
$ | |||
(l) | Represents the reorganization adjustments to accumulated deficit: |
Gain on settlement of liabilities subject to compromise |
$ | |||
Professional fees and success fees |
( |
) | ||
Write-off of unrecognized share-based compensation |
( |
) | ||
Reorganization items, net |
||||
Cancellation of Predecessor common stock and additional paid-in capital |
||||
Cancellation of Predecessor cash and equity compensation plans |
||||
Issuance of Successor warrants to Predecessor equity holders |
( |
) | ||
Deconsolidation of NHUK |
( |
) | ||
Recognition of recurring debt fees |
( |
) | ||
Tax impacts of reorganization |
||||
Net impact to Accumulated Deficit |
$ | |||
(m) | Reflects adjustments to capitalized deferred costs, deferred revenue and pension balances due to the application of fresh start accounting as follows: |
Prepaid expenses and other current assets |
Other assets | Other current liabilities | Other liabilities | |||||||||||||
Deferred contract assets and revenues |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Write-off of certain financing costs |
( |
) | ||||||||||||||
Pension assets and obligations |
( |
) | ( |
) | ||||||||||||
Fair value adjustments to other assets |
( |
) | ||||||||||||||
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||
(n) | Reflects the fair value adjustment of $ |
(o) | Reflects the fair value adjustment of $ |
Historical Value | Fair Value | |||||||
Drilling equipment and facilities |
$ | $ | ||||||
Construction in progress |
||||||||
Other |
||||||||
Less: accumulated depreciation |
( |
) | — | |||||
Property and equipment, at cost |
$ | $ | ||||||
(p) | Reflects a fair value adjustment of $ |
(q) | New deferred tax balances of $ |
(r) | The following table summarizes the cumulative impact of the fresh start adjustments, as discussed above, the elimination of the Predecessor’s accumulated other comprehensive loss, and the adjustments required to eliminate accumulated deficit: |
Fair value adjustment to Prepaid and other current assets |
$ | ( |
) | |
Fair value adjustment to Intangible assets |
||||
Fair value adjustment to Property and equipment, net |
( |
) | ||
Fair value adjustment to Other assets |
( |
) | ||
Fair value adjustment to Other current liabilities |
||||
Fair value adjustment to Long-term debt |
( |
) | ||
Fair value adjustment to Deferred income taxes |
( |
) | ||
Fair value adjustment to Other liabilities |
||||
Derecognition of Predecessor Accumulated other comprehensive loss |
( |
) | ||
Total fresh start adjustments included in Reorganization items, net |
( |
) | ||
Tax impact of fresh start adjustments |
( |
) | ||
Net change in accumulated deficit |
$ | ( |
) | |
(s) | Reflects $ |
Consideration: |
||||||||
Pacific Drilling membership interests outstanding |
||||||||
Exchange Ratio |
||||||||
Pacific Drilling warrants outstanding |
||||||||
Exchange Ratio |
||||||||
Noble Ordinary Shares issued |
||||||||
Fair value of Noble Ordinary Shares on April 15, 2021 |
$ | |||||||
Total consideration |
$ | |||||||
Assets acquired: |
||||||||
Cash and cash equivalents |
$ | |||||||
Accounts receivable |
||||||||
Taxes receivable |
||||||||
Prepaid expenses and other current assets |
||||||||
Total current assets |
||||||||
Property and equipment, net |
||||||||
Assets held for sale |
||||||||
Other assets |
||||||||
Total assets acquired |
||||||||
Liabilities assumed: |
||||||||
Accounts payable |
||||||||
Other current liabilities |
||||||||
Accrued payroll and related costs |
||||||||
Taxes payable |
||||||||
Total current liabilities |
||||||||
Deferred income taxes |
||||||||
Other liabilities |
||||||||
Total liabilities assumed |
||||||||
Net assets acquired |
$ | |||||||
Gain on bargain purchase |
||||||||
Purchase price consideration |
$ | |||||||
Successor | ||||
Period From | ||||
February 6, 2021 | ||||
through | ||||
December 31, 2021 | ||||
Revenue |
$ | |||
Net loss |
$ | ( |
) |
Successor | ||||
Period From | ||||
February 6, 2021 | ||||
through | ||||
December 31, 2021 | ||||
Revenue |
$ | |||
Net income |
$ | |||
Net income per share |
||||
Basic |
$ | |||
Diluted |
$ |
Successor | Predecessor | |||||||||||||||
Period From | Period From | |||||||||||||||
February 6, 2021 | January 1, 2021 | |||||||||||||||
through | through | Year Ended | Year Ended | |||||||||||||
December 31, 2021 | February 5, 2021 | December 31, 2020 | December 31, 2019 | |||||||||||||
Numerator: |
||||||||||||||||
Basic |
||||||||||||||||
Net income (loss) from continuing operations |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Net loss from discontinued operations, net of tax |
( |
) | ||||||||||||||
Net income (loss) attributable to Noble Corporation |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Diluted |
||||||||||||||||
Net income (loss) from continuing operations |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Net loss from discontinued operations, net of tax |
( |
) | ||||||||||||||
Net income (loss) attributable to Noble Corporation |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Denominator: |
||||||||||||||||
Weighted average shares outstanding — basic |
||||||||||||||||
Dilutive effect of share-based awards |
||||||||||||||||
Dilutive effect of warrants |
||||||||||||||||
Weighted average shares outstanding — diluted |
||||||||||||||||
Income (loss) per share |
||||||||||||||||
Basic: |
||||||||||||||||
Income (loss) from continuing operations |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Loss from discontinued operations |
( |
) | ||||||||||||||
Net income (loss) attributable to Noble Corporation |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Diluted: |
||||||||||||||||
Income (loss) from continuing operations |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Loss from discontinued operations |
( |
) | ||||||||||||||
Net income (loss) attributable to Noble Corporation |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Successor | Predecessor | |||||||||||||||
Period From | Period From | |||||||||||||||
February 6, 2021 | January 1, 2021 | |||||||||||||||
through | through | Year Ended | Year Ended | |||||||||||||
December 31, 2021 | February 5, 2021 | December 31, 2020 | December 31, 2019 | |||||||||||||
Share-based awards |
||||||||||||||||
Warrants (1) |
(1) |
Represents the total number of warrants outstanding which did not have a dilutive effect. |
Successor | Predecessor | |||||||
Year Ended December 31, |
Year Ended December 31, |
|||||||
2021 | 2020 | |||||||
Drilling equipment and facilities |
$ | $ | ||||||
Construction in progress |
||||||||
Other |
||||||||
Property and equipment, at cost |
$ | $ | ||||||
• | as of December 31, 2021, Adjusted EBITDA (as defined in the Revolving Credit Agreement) is not permitted to be lower than $ |
• | as of the last day of each fiscal quarter ending on or after March 31, 2022, the ratio of Adjusted EBITDA to Cash Interest Expense (as defined in the Revolving Credit Agreement) is not permitted to be less than (i) |
• | for each fiscal quarter ending on or after June 30, 2021, the ratio of (i) Asset Coverage Aggregate Rig Value (as defined in the Revolving Credit Agreement) to (ii) the aggregate principal amount of loans and letters of credit outstanding under the Revolving Credit Facility (the “Asset Coverage Ratio”) as of the last day of any such fiscal quarter is not permitted to be less than |
Successor December 31, 2021 |
Predecessor December 31, 2020 (1) |
|||||||||||||||
Carrying Value | Estimated Fair Value |
Carrying Value | Estimated Fair Value |
|||||||||||||
Senior secured notes |
||||||||||||||||
11.000% Senior Notes due February 2028 |
$ | $ | $ | $ | ||||||||||||
Senior unsecured notes |
||||||||||||||||
4.900% Senior Notes due August 2020 |
$ | $ | $ | $ | ||||||||||||
4.625% Senior Notes due March 2021 |
||||||||||||||||
3.950% Senior Notes due March 2022 |
||||||||||||||||
7.750% Senior Notes due January 2024 |
||||||||||||||||
7.950% Senior Notes due April 2025 |
||||||||||||||||
7.875% Senior Notes due February 2026 |
||||||||||||||||
6.200% Senior Notes due August 2040 |
||||||||||||||||
6.050% Senior Notes due March 2041 |
||||||||||||||||
5.250% Senior Notes due March 2042 |
||||||||||||||||
8.950% Senior Notes due April 2045 |
||||||||||||||||
Credit facility: |
||||||||||||||||
Senior Secured Revolving Credit Facility matures July 2025 |
||||||||||||||||
2017 Credit Facility due to mature January 2023 |
||||||||||||||||
Total debt |
||||||||||||||||
Less: Current maturities of long-term debt |
||||||||||||||||
Long-term debt |
$ | $ | $ | $ | ||||||||||||
(1) |
Includes write-off of applicable deferred financing cost and discounts of $ |
February 19, 2021 | October 1, 2021 | December 1, 2021 | ||||||||||
Valuation assumptions: |
||||||||||||
Expected volatility |
% | % | % | |||||||||
Expected dividend yield |
% | % | % | |||||||||
Risk-free interest rate |
% | % | % |
2021 | ||||
Equity-classified TVRSU |
||||
Units awarded |
||||
Weighted-average share price at award date |
$ | |||
Weighted-average vesting period (years) |
||||
Liability-classified TVRSU |
||||
Units awarded |
||||
Weighted-average share price at award date |
$ | |||
Weighted-average vesting period (years) |
||||
PVRSU |
||||
Units awarded |
||||
Weighted-average share price at award date |
$ | |||
Three-year performance period ended December 31 |
2023 | |||
Weighted-average award date fair value |
$ |
Equity-Classified TVRSUs Outstanding |
Weighted Average Award-Date Fair Value |
PVRSUs Outstanding (1) |
Weighted Average Award-Date Fair Value |
|||||||||||||
Non-vested RSUs at February 5, 2021 (Successor) |
$ | $ | ||||||||||||||
Awarded |
||||||||||||||||
Vested |
||||||||||||||||
Forfeited |
( |
) | ||||||||||||||
Non-vested RSUs at December 31, 2021 (Successor) |
$ | $ | ||||||||||||||
(1) |
For awards granted during 2021, the number of PVRSUs shown equals the shares that would vest if the “target” level of performance is achieved. The minimum number of units is zero and the “maximum” level of performance is 200 percent of the amounts shown. |
February 5, 2021 | December 31, 2020 | December 31, 2019 | ||||||||||||||||||||||
Number of Shares Underlying Options |
Weighted Average Exercise Price |
Number of Shares Underlying Options |
Weighted Average Exercise Price |
Number of Shares Underlying Options |
Weighted Average Exercise Price |
|||||||||||||||||||
Outstanding at beginning of period |
$ | $ | $ | |||||||||||||||||||||
Expired or cancelled |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Outstanding at end of period |
||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Exercisable at end of period |
$ | $ | $ | |||||||||||||||||||||
|
|
|
|
|
|
2020 | 2019 | |||||||
Valuation assumptions: |
||||||||
Expected volatility |
% | % | ||||||
Expected dividend yield |
% | % | ||||||
Risk-free interest rate |
% | % |
2020 | 2019 | |||||||
TVRSU |
||||||||
Units awarded |
||||||||
Weighted-average share price at award date |
$ | $ | ||||||
Weighted-average vesting period (years) |
||||||||
PVRSU |
||||||||
Units awarded |
||||||||
Weighted-average share price at award date |
$ | $ | ||||||
Three-year performance period ended December 31 |
2022 | 2021 | ||||||
Weighted-average award date fair value |
$ | $ |
TVRSUs Outstanding |
Weighted Average Award-Date Fair Value |
PVRSUs Outstanding (1) |
Weighted Average Award-Date Fair Value |
|||||||||||||
Non-vested RSUs at January 1, 2021 (Predecessor) |
$ | $ | ||||||||||||||
Awarded |
||||||||||||||||
Vested |
( |
) | ||||||||||||||
Forfeited or cancelled |
( |
) | ( |
) | ||||||||||||
|
|
|
|
|||||||||||||
Non-vested RSUs at February 5, 2021 (Predecessor) |
$ | $ | ||||||||||||||
|
|
|
|
(1) |
For awards granted prior to 2019, the number of PVRSUs shown equals the shares that would vest if the “maximum” level of performance was achieved. The minimum number of shares was |
Defined Benefit Pension Items (1) |
Foreign Currency Items |
Total | ||||||||||
Balance at 12/31/2019 (Predecessor) |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Activity during period: |
||||||||||||
Other comprehensive loss before reclassifications |
( |
) | ( |
) | ||||||||
Amounts reclassified from AOCI |
||||||||||||
|
|
|
|
|
|
|||||||
Net other comprehensive loss |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Balance at 12/31/2020 (Predecessor) |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Activity during period: |
||||||||||||
Other comprehensive income before reclassifications |
( |
) | ( |
) | ||||||||
Amounts reclassified from AOCI |
||||||||||||
|
|
|
|
|
|
|||||||
Net other comprehensive income (loss) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Cancellation of Predecessor equity |
||||||||||||
|
|
|
|
|
|
|||||||
Balance at Balance at 2/5/2021 (Predecessor) |
$ | $ | $ | |||||||||
|
|
|
|
|
|
Defined Benefit Pension Items (1) |
Foreign Currency Items |
Total | ||||||||||
Balance at Balance at 2/6/2021 (Successor) |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|||||||
Activity during period: |
||||||||||||
Other comprehensive income before reclassifications |
||||||||||||
Amounts reclassified to AOCI |
||||||||||||
|
|
|
|
|
|
|||||||
Net other comprehensive income |
||||||||||||
|
|
|
|
|
|
|||||||
Balance at December 31, 2021 |
$ | $ | $ | |||||||||
|
|
|
|
|
|
(1) |
Defined benefit pension items relate to actuarial changes and the amortization of prior service costs. Reclassifications from AOCI are recognized as expense on our Consolidated Statements of Operations through “Other income (expense).” See “Note 14— Employee Benefit Plans” for additional information. |
Successor December 31, 2021 |
Predecessor December 31, 2020 |
|||||||
Current contract assets |
$ | $ | ||||||
Noncurrent contract assets |
||||||||
|
|
|
|
|||||
Total contract assets |
||||||||
|
|
|
|
|||||
Current contract liabilities (deferred revenue) |
( |
) | ( |
) | ||||
Noncurrent contract liabilities (deferred revenue) |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total contract liabilities |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Contract Assets |
Contract Liabilities |
|||||||
Net balance at December 31, 2019 (Predecessor) |
$ | $ | ( |
) | ||||
Amortization of deferred costs |
( |
) | — | |||||
Additions to deferred costs |
— | |||||||
Amortization of deferred revenue |
— | |||||||
Additions to deferred revenue |
— | ( |
) | |||||
|
|
|
|
|||||
Total |
( |
) | ||||||
|
|
|
|
|||||
Net balance at December 31, 2020 (Predecessor) |
$ | $ | ( |
) | ||||
|
|
|
|
|||||
Amortization of deferred costs |
( |
) | — | |||||
Additions to deferred costs |
— | |||||||
Amortization of deferred revenue |
— | |||||||
Additions to deferred revenue |
— | ( |
) | |||||
Fresh start accounting revaluation |
( |
) | ||||||
|
|
|
|
|||||
Total |
( |
) | ||||||
|
|
|
|
|||||
Net balance at 2/5/21 (Predecessor) |
$ | — | $ | ( |
) | |||
|
|
|
|
|||||
Net balance at 2/6/21 (Successor) |
$ | — | $ | ( |
) | |||
Amortization of deferred costs |
( |
) | — | |||||
Additions to deferred costs |
— | |||||||
Amortization of deferred revenue |
— | |||||||
Additions to deferred revenue |
— | ( |
) | |||||
|
|
|
|
|||||
Total |
( |
) | ||||||
|
|
|
|
|||||
Net balance at 12/31/2021 (Successor) |
$ | $ | ( |
) | ||||
|
|
|
|
Year Ending December 31, | ||||||||||||||||||||||||
2022 | 2023 | 2024 | 2025 | 2026 and beyond |
Total | |||||||||||||||||||
Floaters |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Jackups |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Floaters |
$ | $ | $ | $ | ||||||||||||
Jackups |
||||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
Successor | Predecessor | |||||||
December 31, 2021 | December 31, 2020 | |||||||
Operating Leases |
||||||||
$ | $ | |||||||
(1) |
||||||||
Weighted average remaining lease term for operating leases (years) |
||||||||
Weighted average discounted rate for operating leases |
% | % |
(1) |
$ |
Successor | Predecessor | |||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
||||||||||
Operating lease cost |
$ | $ | $ | |||||||||
Short-term lease cost |
( |
) | ||||||||||
Variable lease cost |
( |
) | ||||||||||
Total lease cost |
$ | $ | ( |
) | $ | |||||||
Successor | Predecessor | |||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
||||||||||
Operating cash flows used for operating leases |
$ | $ | $ | |||||||||
Right-of-use |
Operating Leases | ||||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total lease payments |
||||
Less: Interest |
( |
) | ||
Present value of lease liability |
$ | |||
Successor 2021 |
Predecessor 2020 |
|||||||
Deferred tax assets |
||||||||
United States |
||||||||
Net operating loss carry forwards |
$ | $ | ||||||
Disallowed interest deduction carryforwards |
||||||||
Deferred pension plan amounts |
||||||||
Accrued expenses not currently deductible |
||||||||
Other |
||||||||
Non-United States |
||||||||
Net operating loss carry forwards |
||||||||
Transition attribute |
||||||||
Tax credits carryover |
||||||||
Disallowed interest deduction carryforwards |
||||||||
Deferred pension plan amounts |
||||||||
Accrued expenses not currently deductible |
||||||||
Deferred tax assets |
||||||||
Less: valuation allowance |
( |
) | ( |
) | ||||
Net deferred tax assets |
$ | $ | ||||||
Deferred tax liabilities |
||||||||
United States |
||||||||
Excess of net book basis over remaining tax basis |
$ | $ | ( |
) | ||||
Contract asset |
( |
) | ||||||
Deferred revenue |
( |
) | ||||||
Other |
( |
) | ( |
) | ||||
Non-United States |
||||||||
Excess of net book basis over remaining tax basis |
( |
) | ( |
) | ||||
Contract asset |
( |
) | ||||||
Other |
( |
) | ( |
) | ||||
Deferred tax liabilities |
( |
) | ( |
) | ||||
Net deferred tax assets (liabilities) |
$ | $ | ( |
) | ||||
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
United States |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
Non-United States |
( |
) | ( |
) | ( |
) | ||||||||||
Total |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Current- United States |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
Current- Non-United States |
||||||||||||||||
Deferred- United States |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Deferred- Non-United States |
( |
) | ( |
) | ||||||||||||
Total |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Gross balance at beginning of period |
$ | $ | $ | $ | ||||||||||||
Additions based on tax positions related to current year |
||||||||||||||||
Additions for tax positions of prior years |
||||||||||||||||
Reductions for tax positions of prior years |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Expiration of statutes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Tax settlements |
( |
) | ||||||||||||||
Gross balance at end of period |
||||||||||||||||
Related tax benefits |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Net reserve at end of period |
$ | $ | $ | $ | ||||||||||||
Successor | Predecessor | |||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
||||||||||
Reserve for uncertain tax positions, excluding interest and penalties |
$ | $ | $ | |||||||||
Interest and penalties included in “Other liabilities” |
||||||||||||
Reserve for uncertain tax positions, including interest and penalties |
$ | $ | $ | |||||||||
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Effect of: |
||||||||||||||||
Tax rates which are different than the Cayman Islands (Successor) and UK (Predecessor) rates |
% | % | % | % | ||||||||||||
Tax impact of asset impairment and disposition |
% | % | % | % | ||||||||||||
Tax impact of restructuring |
% | % | % | ( |
)% | |||||||||||
Tax impact of the tax regulation change |
% | % | % | % | ||||||||||||
Tax impact of valuation allowance |
( |
)% | % | ( |
)% | % | ||||||||||
Resolution of (reserve for) tax authority audits |
% | ( |
)% | % | % | |||||||||||
Total |
% | % | % | % | ||||||||||||
Successor | Predecessor | |||||||||||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
||||||||||||||||||||||
Non-US |
US | Non-US |
US | Non-US |
US | |||||||||||||||||||
Benefit obligation at beginning of period |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Interest cost |
||||||||||||||||||||||||
Actuarial loss (gain) |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Plan amendments |
||||||||||||||||||||||||
Benefits paid |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Settlements and curtailments |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Foreign exchange rate changes |
( |
) | ||||||||||||||||||||||
Benefit obligation at end of period |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Successor | Predecessor | |||||||||||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
||||||||||||||||||||||
Non-US |
US | Non-US |
US | Non-US |
US | |||||||||||||||||||
Fair value of plan assets at beginning of period |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Actual return on plan assets |
( |
) | ||||||||||||||||||||||
Employer contributions |
||||||||||||||||||||||||
Benefits paid |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Settlement and curtailment |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Foreign exchange rate changes |
( |
) | ||||||||||||||||||||||
Fair value of plan assets at end of period |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Successor Year Ended December 31, |
Predecessor Year Ended December 31, |
|||||||||||||||
2021 | 2020 | |||||||||||||||
Non-US |
US | Non-US |
US | |||||||||||||
Funded status |
$ | $ | ( |
) | $ | $ | ( |
) |
Successor Year Ended December 31, |
Predecessor Year Ended December 31, |
|||||||||||||||
2021 | 2020 | |||||||||||||||
Non-US |
US | Non-US |
US | |||||||||||||
Other assets (noncurrent) |
$ | $ | $ | $ | ||||||||||||
Other liabilities (current) |
( |
) | ( |
) | ||||||||||||
Other liabilities (noncurrent) |
( |
) | ( |
) | ||||||||||||
Net amount recognized |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Successor | Predecessor | |||||||||||||||
As of December 31, 2021 | As of December 31, 2020 | |||||||||||||||
Non-US |
US | Non-US |
US | |||||||||||||
Net actuarial (gain) loss |
$ | ( |
) | $ | ( |
) | $ | $ | ||||||||
Deferred income tax asset (liability) |
( |
) | ( |
) | ||||||||||||
Accumulated other comprehensive income (loss) |
$ | ( |
) | $ | ( |
) | $ | $ | ||||||||
Successor | Predecessor | |||||||||||||||||||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, | ||||||||||||||||||||||||||||||
2020 | 2019 | |||||||||||||||||||||||||||||||
Non-US |
US | Non-US |
US | Non-US |
US | Non-US |
US | |||||||||||||||||||||||||
Service cost |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Interest cost |
||||||||||||||||||||||||||||||||
Return on plan assets |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Amortization of prior service cost |
||||||||||||||||||||||||||||||||
Recognized net actuarial loss |
||||||||||||||||||||||||||||||||
Settlement and curtailment gains |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Net pension benefit cost (gain) |
$ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||
Successor Years Ended December 31, |
Predecessor Years Ended December 31, |
|||||||||||||||
2021 | 2020 | |||||||||||||||
Non-US |
US | Non-US |
US | |||||||||||||
Projected benefit obligation |
$ | $ | $ | $ | ||||||||||||
Accumulated benefit obligation |
||||||||||||||||
Fair value of plan assets |
Successor Years Ended December 31, |
Predecessor Years Ended December 31, |
|||||||||||||||
2021 | 2020 | |||||||||||||||
Non-US |
US | Non-US |
US | |||||||||||||
Projected benefit obligation |
$ | $ | $ | $ | ||||||||||||
Fair value of plan assets |
Successor Years Ended December 31, |
Predecessor Years Ended December 31, |
|||||||||||||||
2021 | 2020 | |||||||||||||||
Non-US |
US | Non-US |
US | |||||||||||||
Accumulated benefit obligation |
$ | $ | $ | $ | ||||||||||||
Fair value of plan assets |
Successor | Predecessor | |||||||||||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 | ||||||||||||||||||||||
Non-US |
US | Non-US |
US | Non-US |
US | |||||||||||||||||||
Weighted-average assumptions used to determine benefit obligations: |
||||||||||||||||||||||||
Discount Rate |
||||||||||||||||||||||||
Rate of compensation increase |
N/A | N/A | N/A | N/A | N/A | N/A |
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Years Ended December 31, | ||||||||||||||
2020 | 2019 | |||||||||||||||
Non-US |
Non-US |
Non-US |
Non-US |
|||||||||||||
Weighted-average assumptions used to determine periodic benefit cost: |
||||||||||||||||
Discount Rate |
% | % | % | % | ||||||||||||
Expected long-term return on assets |
% | % | % | % | ||||||||||||
Rate of compensation increase |
N/A | N/A | N/A | N/A |
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Years Ended December 31, | ||||||||||||||
2020 | 2019 | |||||||||||||||
US | US | US | US | |||||||||||||
Weighted-average assumptions used to determine periodic benefit cost: |
||||||||||||||||
Discount Rate |
||||||||||||||||
Expected long-term return on assets |
||||||||||||||||
Rate of compensation increase |
N/A | N/A | N/A | N/A |
Successor: |
As of December 31, 2021 | |||||||||||||||
Estimated Fair Value Measurements | ||||||||||||||||
Carrying Amount |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
Cash and cash equivalents |
$ | $ | $ | $ | ||||||||||||
Equity securities: |
||||||||||||||||
International companies |
||||||||||||||||
Fixed income securities: |
||||||||||||||||
Corporate bonds |
||||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
Predecessor: |
As of December 31, 2020 | |||||||||||||||
Estimated Fair Value Measurements |
||||||||||||||||
Carrying Amount |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
Cash and cash equivalents |
$ | $ | $ | $ | ||||||||||||
Equity securities: |
||||||||||||||||
International companies |
||||||||||||||||
Fixed income securities: |
||||||||||||||||
Corporate bonds |
||||||||||||||||
Other |
||||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
Successor: |
As of December 31, 2021 |
|||||||||||||||
Estimated Fair Value Measurements |
||||||||||||||||
Carrying Amount |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
Cash and cash equivalents |
$ | $ | $ | $ | ||||||||||||
Equity securities: |
||||||||||||||||
United States |
||||||||||||||||
Fixed income securities: |
||||||||||||||||
Corporate bonds |
||||||||||||||||
Treasury bonds |
||||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
Predecessor: |
As of December 31, 2020 |
|||||||||||||||
Estimated Fair Value Measurements |
||||||||||||||||
Carrying Amount |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
Cash and cash equivalents |
$ | $ | $ | $ | ||||||||||||
Equity securities: |
||||||||||||||||
United States |
||||||||||||||||
International |
||||||||||||||||
Fixed income securities: |
||||||||||||||||
Corporate bonds |
||||||||||||||||
Treasury bonds |
||||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
Payments by Period |
||||||||||||||||||||||||||||
Total |
2022 |
2023 |
2024 |
2025 |
2026 |
Thereafter |
||||||||||||||||||||||
Estimated benefit payments |
||||||||||||||||||||||||||||
Non-US plans |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
US plans |
||||||||||||||||||||||||||||
Total estimated benefit payments |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
12/31/2021 (Successor) |
||||||||||||||||
Estimated Fair Value Measurements |
||||||||||||||||
Carrying Amount |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
Assets - |
||||||||||||||||
Marketable securities |
$ | $ | $ | $ |
12/31/2020 (Predecessor) |
||||||||||||||||
Estimated Fair Value Measurements |
||||||||||||||||
Carrying Amount |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
Assets - |
||||||||||||||||
Marketable securities |
$ | $ | $ | $ |
Revenues | Long-Lived Assets as of |
|||||||
Period From February 6, 2021 through December 31, 2021 |
December 31, 2021 | |||||||
Australia |
$ | $ | ||||||
Brazil |
||||||||
Canada |
||||||||
Canary Islands |
||||||||
Denmark |
||||||||
Guyana |
||||||||
Indonesia |
||||||||
Malaysia |
||||||||
Mauritania |
||||||||
Mexico |
||||||||
Norway |
||||||||
Qatar |
||||||||
Saudi Arabia |
||||||||
Suriname |
||||||||
Timor-Leste |
||||||||
Trinidad and Tobago |
||||||||
United Arab Emirates |
||||||||
United Kingdom |
||||||||
United States |
||||||||
Other |
||||||||
Total |
$ | $ | ||||||
Revenues | Long-Lived Assets as of |
|||||||||||||||
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
December 31, 2020 | |||||||||||||
Australia |
$ | $ | $ | $ | ||||||||||||
Brazil |
||||||||||||||||
Bulgaria |
||||||||||||||||
Canada |
||||||||||||||||
Denmark |
||||||||||||||||
Egypt |
||||||||||||||||
Gabon |
||||||||||||||||
Guyana |
||||||||||||||||
Malaysia |
||||||||||||||||
Myanmar |
Revenues | Long-Lived Assets as of |
|||||||||||||||
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
December 31, 2020 | |||||||||||||
Qatar |
$ | $ | $ | $ | ||||||||||||
Saudi Arabia |
||||||||||||||||
Suriname |
||||||||||||||||
Trinidad and Tobago |
||||||||||||||||
United Arab Emirates |
||||||||||||||||
United Kingdom |
||||||||||||||||
United States |
||||||||||||||||
Vietnam |
||||||||||||||||
Other |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 (1) |
|||||||||||||
Royal Dutch Shell plc (“Shell”) |
% | % | % | % | ||||||||||||
Exxon Mobil Corporation (“ExxonMobil”) |
% | % | % | % | ||||||||||||
Equinor ASA (“Equinor”) |
% | % | % | % | ||||||||||||
Saudi Arabian Oil Company (“Saudi Aramco”) |
% | % | % | % |
(1) |
Excluding the Noble Bully II |
Noble | ||||||||||||||||
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Accounts receivable |
$ | $ | ( |
) | $ | $ | ||||||||||
Other current assets |
( |
) | ||||||||||||||
Other assets |
( |
) | ( |
) | ||||||||||||
Accounts payable |
( |
) | ( |
) | ||||||||||||
Other current liabilities |
( |
) | ||||||||||||||
Other liabilities |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total net change in assets and liabilities |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
|
|
|
|
|
|
|
|
Finco | ||||||||||||||||
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Accounts receivable |
$ | $ | ( |
) | $ | $ | ||||||||||
Other current assets |
( |
) | ||||||||||||||
Other assets |
( |
) | ( |
) | ||||||||||||
Accounts payable |
( |
) | ( |
) | ( |
) | ||||||||||
Other current liabilities |
( |
) | ||||||||||||||
Other liabilities |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total net change in assets and liabilities |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
|
|
|
|
|
|
|
|
Noble | ||||||||||||||||
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Cash paid during the period for: |
||||||||||||||||
Interest, net of amounts capitalized |
$ | $ | $ | $ | ||||||||||||
Income taxes paid (refunded), net (1) |
( |
) | ( |
) |
Finco | ||||||||||||||||
Successor | Predecessor | |||||||||||||||
Period From February 6, 2021 through December 31, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||
Cash paid during the period for: |
||||||||||||||||
Interest, net of amounts capitalized |
$ | $ | $ | $ | ||||||||||||
Income taxes paid (refunded), net (1) |
( |
) | ( |
) |
(1) | The net tax refund for the period from February 6, 2021 to December 31, 2021 excludes withholding tax in Guyana of $ |
Three Months Ended March 31, 2021 |
||||
Revenues |
||||
Contract drilling |
$ | 26,111 | ||
Costs and expenses |
||||
Operating expenses |
35,911 | |||
General and administrative expenses |
13,694 | |||
Depreciation expense |
10,065 | |||
59,670 | ||||
Operating loss |
(33,559 | ) | ||
Other income (expense) |
||||
Interest expense |
(338 | ) | ||
Interest income |
12 | |||
Other expense |
(366 | ) | ||
Loss before income taxes |
(34,251 | ) | ||
Income tax expense |
296 | |||
Net loss |
$ | (34,547 | ) | |
March 31, 2021 |
||||
Assets: |
||||
Cash and cash equivalents |
$ | 64,648 | ||
Restricted cash |
6,659 | |||
Accounts receivable, net |
22,043 | |||
Materials and supplies |
14,716 | |||
Deferred costs, current |
7,180 | |||
Prepaid expenses and other current assets |
16,056 | |||
|
|
|||
Total current assets |
131,302 | |||
|
|
|||
Property and equipment, net |
647,098 | |||
Other assets |
11,246 | |||
|
|
|||
Total assets |
$ | 789,646 | ||
|
|
|||
Liabilities and equity: |
||||
Accounts payable |
$ | 12,473 | ||
Accrued expenses |
27,494 | |||
Deferred revenue, current |
636 | |||
|
|
|||
Total current liabilities |
40,603 | |||
|
|
|||
Deferred revenue |
65 | |||
Other long-term liabilities |
29,382 | |||
|
|
|||
Total liabilities |
70,050 | |||
|
|
|||
Equity: |
||||
Membership capital, no par value, 2,500 units authorized and issued as of March 31, 2021 |
754,143 | |||
Accumulated deficit |
(34,547 | ) | ||
|
|
|||
Total equity |
719,596 | |||
|
|
|||
Total liabilities and equity |
$ | 789,646 | ||
|
|
Membership Capital |
Accumulated Deficit |
Total Equity |
||||||||||||||
Units |
Amount |
|||||||||||||||
Balance at January 1, 2021 |
2,500 | $ | 754,143 | $ | — | $ | 754,143 | |||||||||
Net loss |
— | — | (34,547 | ) | (34,547 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at March 31, 2021 |
2,500 | $ | 754,143 | $ | (34,547 | ) | $ | 719,596 | ||||||||
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2021 |
||||
Cash flow from operating activities: |
||||
Net loss |
$ | (34,547 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Depreciation expense |
10,065 | |||
Amortization of deferred costs |
25 | |||
Amortization of deferred financing costs |
138 | |||
Deferred income taxes |
(263 | ) | ||
Changes in operating assets and liabilities: |
||||
Accounts receivable |
(9,316 | ) | ||
Materials and supplies |
(1,754 | ) | ||
Deferred costs |
(9,006 | ) | ||
Prepaid expenses and other assets |
(2,521 | ) | ||
Accounts payable and accrued expenses |
(135 | ) | ||
Deferred revenue |
701 | |||
|
|
|||
Net cash used in operating activities |
(46,613 | ) | ||
|
|
|||
Cash flow from investing activities: |
||||
Capital expenditures |
(1,085 | ) | ||
|
|
|||
Net cash used in investing activities |
(1,085 | ) | ||
|
|
|||
Net decrease in cash and cash equivalents |
(47,698 | ) | ||
Cash, cash equivalents and restricted cash, beginning of period |
119,005 | |||
|
|
|||
Cash, cash equivalents and restricted cash, end of period |
$ | 71,307 | ||
|
|
March 31, 2021 |
||||
(in thousands) | ||||
Drillships and related equipment |
$ | 657,164 | ||
Accumulated depreciation |
(10,066 | ) | ||
|
|
|||
Property and equipment, net |
$ | 647,098 | ||
|
|
March 31, 2021 |
||||
(in thousands) | ||||
Trade receivables, net |
$ | 21,436 | ||
Current contract assets |
160 | |||
Current contract liabilities (deferred revenue) |
636 | |||
Noncurrent contract liabilities (deferred revenue) |
65 |
Contract Assets |
Contract Liabilities |
|||||||
(in thousands) | ||||||||
Balance at January 1, 2021 |
$ | 137 | $ | — | ||||
Increase due to addition of deferred revenue |
— | 701 | ||||||
Increase due to demobilization revenue recognized |
23 | — | ||||||
Balance at March 31, 2021 |
$ | 160 | $ | 701 |
Remaining nine months |
For the years ending December 31, |
|||||||||||||||||||
2021 |
2022 |
2023 |
2024 and thereafter |
Total |
||||||||||||||||
(in thousands) | ||||||||||||||||||||
Amortization of contract liabilities |
$ | 482 | $ | 219 | $ | — | $ | — | $ | 701 |
Three Months Ended March 31, 2021 |
||||
(in thousands) | ||||
Lease Expense |
||||
Operating lease cost |
$ | 7,371 |
March 31, 2021 |
||||||||
Carrying Value |
Estimated Fair Value |
|||||||
(in thousands) | ||||||||
Cash and cash equivalents |
$ | 64,648 | $ | 64,648 |
Predecessor |
||||
Year Ended December 31, 2020 |
||||
Revenues |
||||
Contract drilling |
$ | 197,937 | ||
Costs and expenses |
||||
Operating expenses |
242,214 | |||
General and administrative expenses |
46,161 | |||
Depreciation and amortization expense |
107,493 | |||
Pre-petition charges |
21,219 | |||
|
|
|||
417,087 | ||||
|
|
|||
Operating loss |
(219,150 | ) | ||
Other income (expense) |
||||
Interest expense |
(87,642 | ) | ||
Write-off of debt premium, net |
4,448 | |||
Loss on debt extinguishment |
(1,000 | ) | ||
Reorganization items |
(767,049 | ) | ||
Interest income |
1,567 | |||
Other expense |
(423 | ) | ||
|
|
|||
Loss before income taxes |
(1,069,249 | ) | ||
Income tax expense |
(8,367 | ) | ||
|
|
|||
Net loss |
$ | (1,077,616 | ) | |
|
|
Successor |
||||
December 31, 2020 |
||||
Assets: |
||||
Cash and cash equivalents |
$ | 103,337 | ||
Restricted cash |
15,668 | |||
Accounts receivable, net |
12,727 | |||
Materials and supplies |
12,962 | |||
Prepaid expenses and other current assets |
12,544 | |||
|
|
|||
Total current assets |
157,238 | |||
|
|
|||
Property and equipment, net |
655,114 | |||
Other assets |
10,311 | |||
|
|
|||
Total assets |
$ | 822,663 | ||
|
|
|||
Liabilities and equity: |
||||
Accounts payable |
$ | 2,428 | ||
Accrued expenses |
36,707 | |||
|
|
|||
Total current liabilities |
39,135 | |||
|
|
|||
Other long-term liabilities |
29,385 | |||
|
|
|||
Total liabilities |
68,520 | |||
|
|
|||
Equity: |
||||
Membership capital, no par value, 2,500 units authorized and issued as of December 31, 2020 |
754,143 | |||
|
|
|||
Total equity |
754,143 | |||
|
|
|||
Total liabilities and equity |
$ | 822,663 | ||
|
|
Membership Capital |
Common Shares |
Additional Paid-In Capital |
Treasury Shares |
Accumulated Deficit |
Total Equity |
|||||||||||||||||||||||||||||||
Units |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||
Balance at January 1, 2020 (Predecessor) |
— | $ | — | 75,007 | $ | 751 | $ | 1,652,681 | 7,493 | $ | (652 | ) | $ | (583,949 | ) | $ | 1,068,831 | |||||||||||||||||||
Modification of unvested share-based compensation awards resulting in liability classification |
— | — | — | — | (239 | ) | — | — | — | (239 | ) | |||||||||||||||||||||||||
Shares issued under share-based compensation plan |
— | — | 196 | 1 | (280 | ) | (196 | ) | — | — | (279 | ) | ||||||||||||||||||||||||
Share-based compensation |
— | — | — | — | 9,303 | — | — | — | 9,303 | |||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | (1,077,616 | ) | (1,077,616 | ) | |||||||||||||||||||||||||
Elimination of Predecessor equity balances |
— | — | (75,203 | ) | (752 | ) | (1,661,465 | ) | (7,297 | ) | 652 | 1,661,565 | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at December 31, 2020 (Predecessor) |
— | $ | — | — | $ | — | $ | — | — | $ | — | $ | — | $ | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Issuance of Successor membership interests |
2,500 | 697,267 | — | — | — | — | — | — | 697,267 | |||||||||||||||||||||||||||
Issuance of warrants |
— | 56,876 | — | — | — | — | — | — | 56,876 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at December 31, 2020 (Successor) |
2,500 | $ | 754,143 | — | $ | — | $ | — | — | $ | — | $ | — | $ | 754,143 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Predecessor |
||||
Year Ended December 31, 2020 |
||||
Cash flow from operating activities: |
||||
Net loss |
$ | (1,077,616 | ) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
||||
Depreciation and amortization expense |
107,493 | |||
Amortization of deferred revenue |
(12,090 | ) | ||
Amortization of deferred costs |
22,291 | |||
Amortization of deferred financing costs |
430 | |||
Amortization of debt (premium) discount, net |
(519 | ) | ||
Interest paid-in-kind |
9,237 | |||
Write-off of debt premium, net |
(4,448 | ) | ||
Deferred income taxes |
1,072 | |||
Share-based compensation expense |
9,303 | |||
Reorganization items |
751,166 | |||
Changes in operating assets and liabilities: |
||||
Accounts receivable |
16,525 | |||
Materials and supplies |
588 | |||
Deferred costs |
(14,858 | ) | ||
Prepaid expenses and other assets |
5,640 | |||
Accounts payable and accrued expenses |
29,239 | |||
Deferred revenue |
5,582 | |||
|
|
|||
Net cash used in operating activities |
(150,965 | ) | ||
|
|
|||
Cash flow from investing activities: |
||||
Capital expenditures |
(10,685 | ) | ||
|
|
|||
Net cash used in investing activities |
(10,685 | ) | ||
|
|
|||
Cash flow from financing activities: |
||||
Payments for shares issued under share-based compensation plan |
(279 | ) | ||
Proceeds from long-term debt |
50,000 | |||
Payments on long-term debt |
(50,000 | ) | ||
Payments for financing costs |
(3,775 | ) | ||
|
|
|||
Net cash used in financing activities |
(4,054 | ) | ||
|
|
|||
Net decrease in cash and cash equivalents |
(165,704 | ) | ||
Cash, cash equivalents and restricted cash, beginning of period |
284,709 | |||
|
|
|||
Cash, cash equivalents and restricted cash, end of period |
$ | 119,005 | ||
|
|
|||
Balances per Consolidated Balance Sheet: |
||||
Successor |
||||
December 31, 2020 |
||||
Cash and cash equivalents |
$ | 103,337 | ||
Restricted cash |
15,668 | |||
|
|
|||
Total cash, cash equivalents and restricted cash |
$ | 119,005 | ||
|
|
Year Ended December 31, 2020 |
||||
(in thousands) | ||||
Professional fees |
$ | 22,143 | ||
Gain on the settlement of liabilities subject to compromise |
(387,322 | ) | ||
Other claim adjustments |
1,054 | |||
Fresh start accounting adjustments |
1,131,174 | |||
|
|
|||
Total reorganization items |
$ | 767,049 | ||
|
|
Enterprise value |
$ | 645,000 | ||
Plus: Cash and cash equivalents (excludes funds held in professional fee escrow of $9.9 million) |
109,143 | |||
|
|
|||
Fair value of Successor membership capital |
$ | 754,143 | ||
|
|
Enterprise value |
$ | 645,000 | ||
Plus: Cash and cash equivalents (excludes funds held in professional fee escrow of $9.9 million) |
109,143 | |||
Plus: Current liabilities |
39,135 | |||
Plus: Non-current liabilities |
29,385 | |||
|
|
|||
Reorganization value of Successor’s assets to be allocated |
$ | 822,663 | ||
|
|
As of December 31, 2020 |
||||||||||||||||
(in thousands) | Predecessor |
Reorganization Adjustments (1) |
Fresh Start Adjustments |
Successor |
||||||||||||
Assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 121,409 | $ | (18,072 | ) (2) |
$ | — | $ | 103,337 | |||||||
Restricted cash |
5,806 | 9,862 | (3) |
— | 15,668 | |||||||||||
Accounts receivable, net |
12,727 | — | — | 12,727 | ||||||||||||
Materials and supplies |
43,345 | — | (30,383 | ) (13) |
12,962 | |||||||||||
Deferred costs, current |
3,680 | — | (3,680 | ) (14) |
— | |||||||||||
Prepaid expenses and other current assets |
23,630 | (10,877 | ) (4) |
(209 | ) (15) |
12,544 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total current assets |
210,597 | (19,087 | ) | (34,272 | ) | 157,238 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Property and equipment, net |
1,739,317 | — | (1,084,203 | ) (16) |
655,114 | |||||||||||
Other assets |
22,304 | 1,848 | (5) |
(13,841 | ) (17) |
10,311 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ | 1,972,218 | $ | (17,239 | ) | $ | (1,132,316 | ) | $ | 822,663 | ||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities and equity: |
||||||||||||||||
Accounts payable |
$ | 2,428 | $ | — | $ | — | $ | 2,428 | ||||||||
Accrued expenses |
34,672 | 2,035 | (6) |
— | 36,707 | |||||||||||
Deferred revenue, current |
933 | — | (933 | ) (18) |
— | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total current liabilities |
38,033 | 2,035 | (933 | ) | 39,135 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other long-term liabilities |
36,794 | (202 | ) (7) |
(7,207 | ) (19) |
29,385 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities not subject to compromise |
74,827 | 1,833 | (8,140 | ) | 68,520 | |||||||||||
Liabilities subject to compromise |
1,141,465 | (1,141,465 | ) (8) |
— | — | |||||||||||
Commitments and contingencies |
||||||||||||||||
Equity: |
||||||||||||||||
Membership capital |
— | 754,143 | (9) |
— | 754,143 | |||||||||||
Common shares |
752 | (752 | ) (10) |
— | — | |||||||||||
Additional paid-in capital |
1,658,877 | 2,688 | (11) |
(1,661,565 | ) (20) |
— | ||||||||||
Treasury shares, at cost |
(652 | ) | 652 | (10) |
— | — | ||||||||||
Accumulated deficit |
(903,051 | ) | 365,662 | (12) |
537,389 | (20) |
— | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total equity |
755,926 | 1,122,393 | (1,124,176 | ) | 754,143 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities and equity |
$ | 1,972,218 | $ | (17,239 | ) | $ | (1,132,316 | ) | $ | 822,663 | ||||||
|
|
|
|
|
|
|
|
(1) | Represent amounts recorded as of the Plan Effective Date for the implementation of the Plan, including, among other items, settlement of the Predecessor’s liabilities subject to compromise and issuance of the Successor’s membership interests and warrants. |
(2) | Changes in cash and cash equivalents include the following (in thousands): |
Funding of professional fee escrow |
$ | (9,862 | ) | |
Payment of professional fees including success fees |
(6,253 | ) | ||
Payment of deferred financing costs |
(1,957 | ) | ||
|
|
|||
Net change in cash and cash equivalents |
$ | (18,072 | ) | |
|
|
(3) | Represents the funding of the professional fee escrow. |
(4) | Change in prepaid expenses and other current assets includes the following (in thousands): |
Recognition of income tax receivable related to the implementation of the Plan |
$ | 124 | ||
Elimination of prepaid directors’ and officers’ insurance policies related to the Predecessor |
(6,171 | ) | ||
Expensing of the prepaid backstop commitment fee on Delayed Draw Term Loan Facility |
(4,000 | ) | ||
Expensing of the prepaid retention awards earned upon the Plan Effective Date |
(830 | ) | ||
|
|
|||
Net change in prepaid expenses and other current assets |
$ | (10,877 | ) | |
|
|
(5) | Change in other assets include the following (in thousands): |
Payment of deferred financing costs |
$ | 1,957 | ||
Accrual of deferred financing costs |
800 | |||
Reflects the net reduction of deferred tax assets related to the implementation of the Plan |
(909 | ) | ||
|
|
|||
Net change in other assets |
$ | 1,848 | ||
|
|
(6) | Changes in accrued expenses include the following (in thousands): |
Accrual of professional fees - success fees |
$ | 3,313 | ||
Accrual of retention awards earned upon the Plan Effective Date |
1,212 | |||
Accrual of deferred financing costs |
800 | |||
Payment of professional fees |
(2,811 | ) | ||
Reduction in income tax payable related to the implementation of the Plan |
(479 | ) | ||
|
|
|||
Net change in accrued expenses |
$ | 2,035 | ||
|
|
(7) | Reflects the net decrease in deferred tax liabilities related to the implementation of the Plan. |
(8) | Liabilities subject to compromise settled in accordance with the Plan and the resulting gain were determined as follows (in thousands): |
Liabilities subject to compromise |
$ | 1,141,465 | ||
Issuance of Successor membership interest to creditors |
(697,267 | ) | ||
Issuance of Successor warrants to creditors |
(56,876 | ) | ||
|
|
|||
Gain on settlement of liabilities subject to compromise |
$ | 387,322 | ||
|
|
(9) | Represents the issuance of Successor membership interests and warrants to creditors. |
(10) | Represents the elimination of Predecessor common shares and treasury shares in accordance with the Plan. |
(11) | The increase in additional paid-in capital reflects (in thousands): |
Acceleration of incremental compensation expense for vesting of modified equity awards upon the Plan Effective Date |
$ | 2,588 | ||
Elimination of Predecessor common shares and treasury shares in accordance with the Plan |
100 | |||
|
|
|||
Net change in additional paid-in-capital |
$ | 2,688 | ||
|
|
(12) | The decrease in accumulated deficit resulted from the following (in thousands): |
Gain on settlement of liabilities subject to compromise |
$ | 387,322 | ||
Expensing of the prepaid backstop commitment fee on the Delayed Draw Term Loan Facility |
(4,000 | ) | ||
Recognition of professional and success fees paid on Plan Effective Date |
(3,442 | ) | ||
Accrual of professional fees - success fees |
(3,313 | ) | ||
Elimination of prepaid directors’ and officers’ insurance policies related to the Predecessor |
(6,171 | ) | ||
Acceleration of incremental compensation expense for vesting of modified equity awards upon the Plan Effective Date |
(2,588 | ) | ||
Acceleration of prepaid retention awards expense earned upon the Plan Effective Date |
(2,042 | ) | ||
Reduction in current income tax related to the implementation of the Plan |
603 | |||
Recognition of deferred tax expense related to the implementation of the Plan |
(707 | ) | ||
|
|
|||
Net change in accumulated deficit |
$ | 365,662 | ||
|
|
(13) | Reflects the fair value adjustment of $30.4 million to the Company’s materials and supplies due to the adoption of Fresh Start Accounting. |
(14) | Reflects the elimination of current deferred costs of $3.7 million due to the adoption of Fresh Start Accounting. |
(15) | Mainly reflects the fair value adjustment to the Company’s prepaid fuel due to the adoption of Fresh Start Accounting. |
(16) | Reflects the fair value adjustment to the Company’s property and equipment, net due to the adoption of Fresh Start Accounting. A comparison of historical and new fair values is as follows: |
Successor |
Predecessor |
|||||||
(in thousands) |
||||||||
Drillships and related equipment |
$ | 655,114 | $ | 1,966,728 | ||||
Accumulated depreciation |
— | (227,411 | ) | |||||
|
|
|
|
|||||
Property and equipment, net |
$ | 655,114 | $ | 1,739,317 | ||||
|
|
|
|
(17) | Reflects the elimination of deferred costs of $13.6 million and reduction in deferred tax balances of $0.2 million due to the adoption of Fresh Start Accounting. |
(18) | Mainly reflects the elimination of deferred revenue due to the adoption of Fresh Start Accounting. |
(19) | Represents the adjustment to deferred tax balances as a result of adopting Fresh Start Accounting. |
(20) | Reflects the cumulative impact of Fresh Start Accounting adjustments discussed above and the elimination of Predecessor accumulated deficit. |
Years |
||||
Drillships and related equipment (Successor) |
6-30 |
Successor |
||||
December 31, 2020 |
||||
(in thousands) | ||||
Drillships and related equipment |
$ | 655,114 | ||
Accumulated depreciation |
— | |||
|
|
|||
Property and equipment, net |
$ | 655,114 | ||
|
|
Successor |
||||
December 31, 2020 |
||||
(in thousands) | ||||
Debt Obligations: |
||||
Delayed Draw Term Loan Facility |
$ | — | ||
|
|
|||
Total long-term debt |
$ | — | ||
|
|
Payment Date |
PIK Interest |
|||
(in thousands) | ||||
April 1, 2019 |
$ | 16,873 | ||
October 1, 2019 |
17,429 | |||
April 1, 2020 |
18,475 |
Predecessor |
||||
Year Ended |
||||
December 31, 2020 |
||||
(in thousands) | ||||
Cayman Islands |
$ | (78,783 | ) | |
Luxembourg |
210,708 | |||
United States |
(23,161 | ) | ||
British Virgin Islands |
(525,668 | ) | ||
Gibraltar |
(222,116 | ) | ||
Hungary |
(280,673 | ) | ||
Liberia |
(121,751 | ) | ||
Other jurisdictions |
(27,805 | ) | ||
|
|
|||
Loss before income taxes |
$ | (1,069,249 | ) | |
|
|
Predecessor |
||||
Year Ended |
||||
December 31, 2020 |
||||
(in thousands) | ||||
Current income tax expense: |
||||
Luxembourg |
$ | 1,393 | ||
United States |
3,435 | |||
Other foreign |
2,467 | |||
|
|
|||
Total current |
7,295 | |||
Deferred tax expense: |
||||
Luxembourg |
805 | |||
United States |
267 | |||
|
|
|||
Total deferred |
1,072 | |||
|
|
|||
Income tax expense |
$ | 8,367 | ||
|
|
Predecessor |
||||
Year Ended December 31, 2020 |
||||
Statutory rate |
24.9 | % | ||
Effect of tax rates different from the Luxembourg statutory tax rate |
(14.4 | )% | ||
Change in valuation allowance |
(11.2 | )% | ||
Equity based compensation shortfall |
(0.1 | )% | ||
Change in enacted statutory tax rates |
0.1 | % | ||
Adjustments related to prior years |
(0.1 | )% | ||
|
|
|||
Effective tax rate |
(0.8 | )% | ||
|
|
Successor |
||||
December 31, 2020 |
||||
(in thousands) | ||||
Deferred tax assets: |
||||
Net operating loss carryforwards |
$ | 780,498 | ||
Depreciation and amortization |
25,783 | |||
Accrued payroll expenses |
746 | |||
Deferred revenue |
40 | |||
Interest expense limitation carryforward |
13,541 | |||
Other |
305 | |||
|
|
|||
Deferred tax assets |
820,913 | |||
Less: valuation allowance |
(814,350 | ) | ||
|
|
|||
Total deferred tax assets |
$ | 6,563 | ||
Deferred tax liabilities: |
||||
Depreciation and amortization |
$ | (35 | ) | |
Other |
(906 | ) | ||
|
|
|||
Total deferred tax liabilities |
$ | (941 | ) | |
|
|
|||
Net deferred tax assets |
$ | 5,622 | ||
|
|
Successor |
||||
December 31, 2020 |
||||
(in thousands) | ||||
Trade receivables, net |
$ | 12,138 | ||
Current contract assets |
137 |
Contract Assets |
Contract Liabilities |
|||||||
(in thousands) | ||||||||
Balance at January 1, 2020 |
$ | — | $ | 7,567 | ||||
Decrease due to amortization of deferred revenue |
— | (12,090 | ) | |||||
Increase due to billings related to mobilization revenue and capital upgrades |
— | 5,581 | ||||||
Increase due to demobilization revenue recognized |
5,125 | — | ||||||
Decrease due to billing of demobilization fee |
(5,000 | ) | — | |||||
Decrease due to Fresh start accounting adjustments (Note 3) |
— | (1,070 | ) | |||||
Transfers between balances |
12 | 12 | ||||||
|
|
|
|
|||||
Balance at December 31, 2020 |
$ | 137 | $ | — |
Predecessor |
||||
Year Ended December 31, 2020 |
||||
(in thousands) | ||||
Lease Expense |
||||
Operating lease cost |
$ | 28,644 | ||
Supplemental Cash Flows Information |
||||
Cash paid for amounts included in the measurement of lease liabilities: |
||||
Operating cash flows from operating leases |
1,348 | |||
Right-of-use |
||||
Operating leases |
— |
Predecessor |
||||
Year Ended December 31, 2020 |
||||
(in thousands) | ||||
Operating expenses |
$ | 1,927 | ||
General and administrative expenses |
7,376 | |||
|
|
|||
Share-based compensation expense |
9,303 | |||
Tax benefit (a) |
(1,316 | ) | ||
|
|
|||
Total |
$ | 7,987 | ||
|
|
(a) | The effects of tax benefit from share-based compensation expense are included within income tax expense in our consolidated statement of operations. |
Number of Restricted Share Units |
Weighted-Average Grant-Date Fair Value |
|||||||
(in thousands) | (per share) | |||||||
Nonvested — January 1, 2020 (Predecessor) |
1,223 | $ | 14.15 | |||||
Granted |
119 | 0.53 | ||||||
Vested |
(258 | ) | 14.88 | |||||
Cancelled or forfeited |
(1,084 | ) | 12.48 | |||||
|
|
|||||||
Nonvested — December 31, 2020 (Predecessor) |
— | $ | — | |||||
|
|
Number of Performance Share Units |
Weighted-Average Grant-Date FairValue |
|||||||
(in thousands) | (per share) | |||||||
Nonvested — January 1, 2020 (Predecessor) |
375 | $ | 15.43 | |||||
Granted |
319 | 0.55 | ||||||
Vested |
— | — | ||||||
Cancelled or forfeited |
(694 | ) | 8.59 | |||||
|
|
|||||||
Nonvested — December 31, 2020 (Predecessor) |
— | $ | — | |||||
|
|
Successor |
||||||||
December 31, 2020 |
||||||||
Carrying Value |
Estimated Fair Value |
|||||||
(in thousands) |
||||||||
Cash and cash equivalents |
$ | 103,337 | $ | 103,337 | ||||
New 2L Warrants |
56,876 | 56,876 |
Predecessor |
||||
Year Ended December 31, 2020 |
||||
Petronas |
29.4 | % | ||
Total |
23.2 | % | ||
Equinor |
19.7 | % | ||
Eni |
13.2 | % | ||
Chevron |
11.7 | % | ||
Murphy |
2.8 | % |
Predecessor |
||||
Year Ended December 31, 2020 |
||||
United States |
54.6 | % | ||
Mauritania |
29.4 | % | ||
Oman |
13.2 | % | ||
Mexico |
2.8 | % |
Successor |
||||
December 31, 2020 |
||||
(in thousands) | ||||
Assets |
$ | 157 | ||
Liabilities |
(121 | ) | ||
|
|
|||
Net carrying amount |
$ | 36 |
• | Holders of the Notes received an aggregate of 2,500,000 membership interests in the reorganized Company valued at $697.3 million in exchange for their claims. |
• | Holders of the Second Lien PIK Notes received 441,176 New 2L Warrants valued at $56.9 million in exchange for their claims. |
• | Exercise professional judgment and maintain professional skepticism throughout the audit. |
• | Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
• | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
• | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. |
• | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
Notes |
2021 |
2020 |
2019 |
|||||||||||||
USD million |
||||||||||||||||
Revenue |
1.1, 1.2 | 1,267 | 1,096 | 1,222 | ||||||||||||
Cost of sales (exclusive of depreciation and amortization shown separately below) |
1.3 | (921 | ) | (807 | ) | (807 | ) | |||||||||
Special items |
1.4 | (21 | ) | (42 | ) | (16 | ) | |||||||||
Depreciation and amortization |
2.1, 2.2, 2.3 | (213 | ) | (286 | ) | (387 | ) | |||||||||
Impairment (losses)/reversals |
2.4 | 11 | (1,580 | ) | (34 | ) | ||||||||||
Gain/(loss) on sale of non-current assets |
1.7 | 256 | (2 | ) | 8 | |||||||||||
Share of results in joint ventures |
(1 | ) | (1 | ) | (2 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Profit/loss before financial items |
378 |
(1,622 |
) |
(16 |
) | |||||||||||
Financial income |
1.5 | 14 | 15 | 26 | ||||||||||||
Financial expenses |
1.5 | (75 | ) | (87 | ) | (94 | ) | |||||||||
|
|
|
|
|
|
|||||||||||
Profit/loss before tax |
317 |
(1,694 |
) |
(84 |
) | |||||||||||
Tax |
1.6 | (26 | ) | 41 | (29 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Profit/loss for the year |
291 |
(1,653 |
) |
(113 |
) | |||||||||||
|
|
|
|
|
|
|||||||||||
Earnings in USD per share of DKK 10 for the year |
4.1 | 7.0 | (39.9 | ) | (2.7 | ) | ||||||||||
Diluted earnings in USD per share of DKK 10 for the year |
4.1 | 7.0 | (39.9 | ) | (2.7 | ) |
Notes |
2021 |
2020 |
2019 |
|||||||||||||
USD million |
||||||||||||||||
Profit/loss for the year |
291 |
(1,653 |
) |
(113 |
) | |||||||||||
Cash flow hedges: |
||||||||||||||||
Value adjustment of hedges for the year |
3.5 | (3 | ) | (20 | ) | (29 | ) | |||||||||
Reclassified to income statement |
11 | 13 | 8 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total items that have or will be reclassified to the income statement |
8 |
(7 |
) |
(21 |
) | |||||||||||
Actuarial gains/losses on defined benefit plans, etc. |
— | — | (2 | ) | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total items that will not be reclassified to the income statement |
— |
— |
(2 |
) | ||||||||||||
|
|
|
|
|
|
|||||||||||
Other comprehensive income, net of tax |
8 |
(7 |
) |
(23 |
) | |||||||||||
|
|
|
|
|
|
|||||||||||
Total comprehensive income for the year |
299 |
(1,660 |
) |
(136 |
) | |||||||||||
|
|
|
|
|
|
Notes |
2021 |
2020 |
2019 |
|||||||||||||
USD million |
||||||||||||||||
Profit/loss before financial items |
378 | (1,622 | ) | (16 | ) | |||||||||||
Depreciation, amortization and impairment losses/reversals, net |
|
2.1, 2.2, 2.3, 2.4 |
|
202 | 1,866 | 421 | ||||||||||
Gain on sale of non-current assets |
1.7 | (256 | ) | — | (8 | ) | ||||||||||
Loss on sale of non-current assets |
— | 2 | — | |||||||||||||
Change in working capital |
2.11 | (8 | ) | 27 | 57 | |||||||||||
Change in provisions |
(14 | ) | 5 | (13 | ) | |||||||||||
Other non-cash items |
6 | (2 | ) | 3 | ||||||||||||
Taxes paid, net |
7 | (9 | ) | (24 | ) | |||||||||||
|
|
|
|
|
|
|||||||||||
Cash flow from operating activities |
315 |
267 |
420 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Purchase of property, plant and equipment |
2.11 | (101 | ) | (186 | ) | (307 | ) | |||||||||
Sale of property, plant and equipment |
1.7 | 405 | 38 | 8 | ||||||||||||
Other financial investments |
(3 | ) | (2 | ) | (4 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Cash flow from/used for investing activities |
301 |
(150 |
) |
(303 |
) | |||||||||||
|
|
|
|
|
|
|||||||||||
Interest received |
— | 2 | 6 | |||||||||||||
Interest paid |
(54 | ) | (64 | ) | (83 | ) | ||||||||||
Repayment of borrowings |
3.3 | (229 | ) | (137 | ) | (103 | ) | |||||||||
Purchase of treasury shares |
— | (5 | ) | — | ||||||||||||
|
|
|
|
|
|
|||||||||||
Cash flow used for financing activities |
(283 |
) |
(204 |
) |
(180 |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Net cash flow for the year |
333 |
(87 |
) |
(63 |
) | |||||||||||
|
|
|
|
|
|
|||||||||||
Cash and bank balances January 1 |
226 | 310 | 372 |
|||||||||||||
Currency translation effect on cash and bank balances |
(2 | ) | 3 | 1 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Cash and bank balances December |
557 |
226 |
310 |
|||||||||||||
|
|
|
|
|
|
Notes |
2021 |
2020 |
2019 |
|||||||||||||
USD million |
||||||||||||||||
Intangible assets |
2.1 | 14 | 15 | 31 | ||||||||||||
Property, plant and equipment |
2.2, 2.4 | 2,813 | 3,053 | 4,731 | ||||||||||||
Right-of-use |
2.3 | 23 | 28 | 31 | ||||||||||||
Financial non-current assets |
6 | 6 | 5 | |||||||||||||
Deferred tax |
2.5 | 17 | 15 | 3 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total non-current assets |
2,873 |
3,117 |
4,801 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Trade receivables |
3.4 | 238 | 210 | 264 | ||||||||||||
Tax receivables |
4 | 14 | 16 | |||||||||||||
Other receivables |
2.6 | 54 | 76 | 47 | ||||||||||||
Prepayments |
2.7 | 56 | 76 | 41 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Receivables, etc. |
352 |
376 |
368 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Cash and bank balances |
557 | 226 | 310 | |||||||||||||
Assets held for sale |
2.2 | — | — | 38 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total current assets |
909 |
602 |
716 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Total assets |
3,782 |
3,719 |
5,517 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Share capital |
63 | 63 | 63 | |||||||||||||
Reserves and retained earnings |
2,257 | 1,954 | 3,617 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total equity |
2,320 |
2,017 |
3,680 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Borrowings, non-current |
2.3, 3.3 | 926 |
1,149 |
1,273 |
||||||||||||
Provisions |
2.8 | 9 | 5 | 2 | ||||||||||||
Deferred tax |
2.5 | 27 | 12 | 47 | ||||||||||||
Derivatives |
3.5 | 16 | 33 | 22 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Other non-current liabilities |
52 |
50 |
71 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Total non-current liabilities |
978 |
1,199 |
1,344 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Borrowings, current |
2.3, 3.3 | 136 |
136 |
136 |
||||||||||||
Provisions |
2.8 | 2 | 15 | 13 | ||||||||||||
Trade payables |
164 | 167 | 180 | |||||||||||||
Tax payables |
77 | 65 | 69 | |||||||||||||
Other payables |
2.9 | 65 | 58 | 63 | ||||||||||||
Deferred income |
2.10 | 40 | 62 | 32 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Other current liabilities |
348 |
367 |
357 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Total current liabilities |
484 |
503 |
493 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities |
1,462 |
1,702 |
1,837 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Total equity and liabilities |
3,782 |
3,719 |
5,517 |
|||||||||||||
|
|
|
|
|
|
Share Capital |
Hedge Reserve |
Retained Earnings |
Total Equity |
|||||||||||||
USD million |
||||||||||||||||
2019 |
||||||||||||||||
Equity January 1, 2019 |
63 | (2 | ) | 3,753 | 3,814 | |||||||||||
Other comprehensive income, net of tax |
— | (21 | ) | (2 | ) | (23 | ) | |||||||||
Profit/loss for the year |
— | — | (113 | ) | (113 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total comprehensive income for the year |
— | (21 |
) |
(115 |
) |
(136 |
) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Value of share-based payments |
— | — | 3 | 3 | ||||||||||||
Other equity movements |
— | — | (1 | ) | (1 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total transactions with shareholders |
— | — | 2 | 2 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Equity December 31, 2019 |
63 |
(23 |
) |
3,640 |
3,680 |
|||||||||||
|
|
|
|
|
|
|
|
|||||||||
2020 |
||||||||||||||||
Other comprehensive income, net of tax |
— | (7 | ) | — | (7 | ) | ||||||||||
Profit/loss for the year |
— | — | (1,653 | ) | (1,653 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total comprehensive income for the year |
— | (7 |
) |
(1,653 |
) |
(1,660 |
) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Value of share-based payments |
— | — | 2 | 2 | ||||||||||||
Purchase of own shares |
— | — | (5 | ) | (5 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total transactions with shareholders |
— | — | (3 |
) |
(3 |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Equity December 31, 2020 |
63 |
(30 |
) |
1,984 |
2,017 |
|||||||||||
|
|
|
|
|
|
|
|
|||||||||
2021 |
||||||||||||||||
Other comprehensive income, net of tax |
— | 8 | — | 8 | ||||||||||||
Profit/loss for the year |
— | — | 291 | 291 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total comprehensive income for the year |
— | 8 |
291 |
299 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Value of share-based payments |
— | — | 4 | 4 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total transactions with shareholders |
— | — | 4 |
4 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Equity December 31, 2021 |
63 |
(22 |
) |
2,279 |
2,320 |
|||||||||||
|
|
|
|
|
|
|
|
Significant judgements/estimates |
Note |
Potential impact from estimates and judgements on company value | ||
Useful lives and residual values of drilling rigs |
2.2 Property, plant and equipment | Low | ||
Valuation of non-current assets (impairment testing) |
2.4 Impairment test | High | ||
Measurement of deferred tax assets and uncertain tax positions |
2.5 Deferred tax | Low | ||
Measurement of provisions |
2.8 Provisions | Low |
2021 |
2020 |
2019 |
||||||||||||||||||||||||||||||||||||||||||||||
North Sea |
Inter- national |
Un-allocated activities |
Total |
North Sea |
Inter- national |
Un-allocated activities |
Total |
North Sea |
Inter- national |
Un-allocated activities |
Total |
|||||||||||||||||||||||||||||||||||||
USD million |
||||||||||||||||||||||||||||||||||||||||||||||||
Revenue |
656 | 583 | 28 | 1,267 |
608 | 460 | 28 | 1,096 |
800 | 395 | 27 | 1,222 |
||||||||||||||||||||||||||||||||||||
EBITDA before special items |
254 | 82 | — | — |
264 | 18 | — | — |
385 | 28 | — | — |
||||||||||||||||||||||||||||||||||||
Depreciation and amortization |
(119 | ) | (83 | ) | (11 | ) | (213 |
) |
(177 | ) | (91 | ) | (18 | ) | (286 |
) |
(205 | ) | (157 | ) | (25 | ) | (387 |
) | ||||||||||||||||||||||||
Impairment reversals (losses), net |
11 | — | — | 11 |
(714 | ) | (846 | ) | (20 | ) | (1,580 |
) |
— | — | (34 | ) | (34 |
) | ||||||||||||||||||||||||||||||
Investments in non-current assets |
36 | 56 | 10 | 102 |
59 | 99 | 4 | 162 |
138 | 171 | — | 309 |
||||||||||||||||||||||||||||||||||||
Non-current assets(1) |
1,601 | 1,143 | 83 | 2,827 |
1,831 | 1,162 | 75 | 3,068 |
2,663 | 1,998 | 101 | 4,762 |
(1) | Comprises intangible assets and property, plant and equipment. |
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
Profit/Loss for the year |
291 | (1,653 | ) | (113 | ) | |||||||
Adjustments: |
||||||||||||
Tax expenses |
26 | (41 | ) | 29 | ||||||||
Financial income |
(14 | ) | (15 | ) | (26 | ) | ||||||
Financial expenses |
75 | 87 | 94 | |||||||||
Share of results in joint ventures |
1 | 1 | 2 | |||||||||
Gain/(loss) on sale of non-current assets |
(256 | ) | 2 | (8 | ) | |||||||
Impairment reversals (losses), net |
(11 | ) | 1,580 | 34 | ||||||||
Depreciation and amortization |
213 | 286 | 387 | |||||||||
Special items |
21 | 42 | 16 | |||||||||
EBITDA from unallocated activities |
(10 | ) | (7 | ) | (2 | ) | ||||||
|
|
|
|
|
|
|||||||
EBITDA before special items |
336 |
282 |
413 |
|||||||||
|
|
|
|
|
|
Revenue |
Non-current assets(1) |
|||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 |
2020 |
2019 |
|||||||||||||||||||
USD million |
||||||||||||||||||||||||
Geographical split |
||||||||||||||||||||||||
Denmark |
8 | 34 | 37 | 496 | 748 | 304 | ||||||||||||||||||
Norway |
503 | 424 | 559 | 954 | 1,054 | 1,912 | ||||||||||||||||||
United Kingdom |
122 | 118 | 156 | 198 | 63 | 440 | ||||||||||||||||||
The Netherlands |
25 | 35 | 52 | 76 | 212 | 114 | ||||||||||||||||||
Angola |
79 | 62 | — | — | 134 | 328 | ||||||||||||||||||
Australia |
103 | 76 | — | 157 | 163 | — | ||||||||||||||||||
Egypt |
— | 28 | 92 | — | — | 181 | ||||||||||||||||||
Azerbaijan |
37 | 110 | 79 | 105 | 118 | 143 | ||||||||||||||||||
Singapore |
— | — | — | — | — | 208 | ||||||||||||||||||
Ghana |
71 | 55 | 149 | 123 | — | 301 | ||||||||||||||||||
Suriname |
131 | 19 | — | 128 | 135 | — | ||||||||||||||||||
Trinidad |
52 | 28 | — | 145 | 176 | — | ||||||||||||||||||
Mexico |
— | 54 | 18 | — | — | 495 | ||||||||||||||||||
Myanmar |
— | 24 | 9 | — | — | 279 | ||||||||||||||||||
Brunei |
47 | 26 | — | 58 | 61 | — | ||||||||||||||||||
Guyana |
37 | — | — | 162 | — | — | ||||||||||||||||||
Other |
52 | 3 | 71 | 248 | 232 | 88 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
1,267 |
1,096 |
1,222 |
2,850 |
3,096 |
4,793 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Comprises intangible assets and property, plant and equipment and right-of-use |
2021 |
2020 |
2019 |
||||||||||||||||||||||||||||||||||||||||||||||
North Sea |
Inter- national |
Un- allocated activities |
Total |
North Sea |
Inter- national |
Un- allocated activities |
Total |
North Sea |
Inter- national |
Un- allocated activities |
Total |
|||||||||||||||||||||||||||||||||||||
USD million |
||||||||||||||||||||||||||||||||||||||||||||||||
Composition of revenue |
||||||||||||||||||||||||||||||||||||||||||||||||
Day rate revenue |
522 | 453 | 25 | 1,000 | 533 | 385 | 23 | 941 | 730 | 348 | 21 | 1,099 | ||||||||||||||||||||||||||||||||||||
Other revenues |
134 | 130 | 3 | 267 | 75 | 75 | 5 | 155 | 70 | 47 | 6 | 123 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total |
656 |
583 |
28 |
1,267 |
608 |
460 |
28 |
1,096 |
800 |
395 |
27 |
1,222 |
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Type of revenue |
||||||||||||||||||||||||||||||||||||||||||||||||
Services component |
363 | 431 | 22 | 816 | 293 | 344 | 25 | 662 | 385 | 274 | 24 | 683 | ||||||||||||||||||||||||||||||||||||
Lease component |
293 | 152 | 6 | 451 | 315 | 116 | 3 | 434 | 415 | 121 | 3 | 539 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total |
656 |
583 |
28 |
1,267 |
608 |
460 |
28 |
1,096 |
800 |
395 |
27 |
1,222 |
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
||||||||||||
Future minimum lease payments |
Performance obligations |
Total backlog |
||||||||||
USD million |
||||||||||||
Within one year |
231 | 373 | 604 | |||||||||
Between one and two years |
170 | 190 | 360 | |||||||||
Between two and three years |
163 | 154 | 317 | |||||||||
Between three and four years |
122 | 108 | 230 | |||||||||
Between four and five years |
108 | 93 | 201 | |||||||||
After five years |
99 | 85 | 184 | |||||||||
|
|
|
|
|
|
|||||||
Total |
893 |
1,003 |
1,896 |
|||||||||
|
|
|
|
|
|
2020 |
||||||||||||
Future minimum lease payments |
Performance obligations |
Total backlog |
||||||||||
USD million |
||||||||||||
Within one year |
324 | 341 | 665 | |||||||||
Between one and two years |
159 | 131 | 290 | |||||||||
Between two and three years |
74 | 71 | 145 | |||||||||
Between three and four years |
49 | 32 | 81 | |||||||||
Between four and five years |
49 | 32 | 81 | |||||||||
After five years |
40 | 25 | 65 | |||||||||
|
|
|
|
|
|
|||||||
Total |
695 |
632 |
1,327 |
|||||||||
|
|
|
|
|
|
2019 |
||||||||||||
Future minimum lease payments |
Performance obligations |
Total backlog |
||||||||||
USD million |
||||||||||||
Within one year |
454 | 559 | 1,013 | |||||||||
Between one and two years |
343 | 282 | 625 | |||||||||
Between two and three years |
129 | 120 | 249 | |||||||||
Between three and four years |
66 | 30 | 96 | |||||||||
Between four and five years |
61 | 18 | 79 | |||||||||
After five years |
54 | 15 | 69 | |||||||||
|
|
|
|
|
|
|||||||
Total |
1,107 |
1,024 |
2,131 |
|||||||||
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
Operating costs |
836 | 725 | 710 | |||||||||
Innovation |
5 | 6 | 10 | |||||||||
Sales, general and administrative costs |
80 | 76 | 87 | |||||||||
|
|
|
|
|
|
|||||||
Total costs |
921 |
807 |
807 |
|||||||||
|
|
|
|
|
|
|||||||
Other external costs |
542 |
468 |
440 |
|||||||||
|
|
|
|
|
|
|||||||
Of which: |
||||||||||||
Included in Operating costs |
500 | 425 | 383 | |||||||||
Included in Innovation |
1 | 3 | 7 | |||||||||
Included in Sales, general and administrative costs |
26 | 32 | 40 | |||||||||
Included in Special items |
15 | 8 | 10 | |||||||||
Staff costs |
||||||||||||
Wages and salaries |
369 | 330 | 362 | |||||||||
Severance payments |
3 | 26 | 4 | |||||||||
Share based remuneration |
4 | 2 | 2 | |||||||||
Pension costs |
26 | 30 | 33 | |||||||||
Other social security costs |
6 | 11 | 6 | |||||||||
|
|
|
|
|
|
|||||||
Total staff costs |
408 |
399 |
407 |
|||||||||
|
|
|
|
|
|
|||||||
Of which: |
||||||||||||
Included in Operating costs |
336 | 300 | 327 | |||||||||
Included in Innovation |
4 | 3 | 3 | |||||||||
Included in Sales, general and administrative costs |
54 | 44 | 47 | |||||||||
Included in Special items |
6 | 34 | 8 | |||||||||
Recognized in the cost of assets |
8 | 18 | 22 | |||||||||
Average number of employees |
2,515 | 2,678 | 2,852 |
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
Statutory audit |
1.1 | 1.6 | 0.9 | |||||||||
Other assurance services |
0.8 | — | 1.0 | |||||||||
Tax and VAT advisory services |
0.1 | 0.1 | — | |||||||||
Other services |
0.2 | 0.1 | 0.9 | |||||||||
|
|
|
|
|
|
|||||||
Total fees |
2.2 |
1.8 |
2.8 |
|||||||||
|
|
|
|
|
|
CEO |
CFO |
Total |
||||||||||
USD million |
||||||||||||
2021 |
||||||||||||
Fixed pay (1) |
1.2 | 0.8 | 2.0 | |||||||||
Short-term incentive (2) |
1.2 | 0.6 | 1.8 | |||||||||
Long-term share based incentive (3) |
1.4 | 0.1 | 1.5 | |||||||||
|
|
|
|
|
|
|||||||
Total remuneration |
3.8 |
1.5 |
5.3 |
|||||||||
|
|
|
|
|
|
|||||||
2020 |
||||||||||||
Fixed pay |
1.1 | 0.8 | 1.9 | |||||||||
Short-term incentive |
0.3 | 0.1 | 0.4 | |||||||||
Long-term share based incentive (4) |
1.0 | (0.3 | ) | 0.7 | ||||||||
|
|
|
|
|
|
|||||||
Total remuneration |
2.4 |
0.6 |
3.0 |
|||||||||
|
|
|
|
|
|
|||||||
2019 |
||||||||||||
Fixed pay |
1.1 | 0.7 | 1.8 | |||||||||
Short-term incentive (5) |
1.7 | 1.1 | 2.8 | |||||||||
Long-term share based incentive |
0.7 | 0.3 | 1.0 | |||||||||
|
|
|
|
|
|
|||||||
Total remuneration |
3.5 |
2.1 |
5.6 |
|||||||||
|
|
|
|
|
|
(1) | The former CFO, Jesper Ridder Olsen, received salary in January 2021 of USD 0.1 million. |
(2) | The cash bonus is composed of USD 0.2 million (CEO) and USD 0.1 million (CFO) for the expected completion of the merger with Noble and USD 1.0 million (CEO) and USD 0.5 million (CFO) for the short-term incentive plan for Executive Management. |
(3) | Executive Management is party to agreements that will provide for enhanced severance terms in the event of termination following the merger. The enhanced severance terms provide that any unvested Maersk Drilling RSU Awards outstanding under the LTI program will vest at the end of employment, subject to completion of the merger. |
(4) | In July 2020, Maersk Drilling announced the resignation of former CFO, Jesper Ridder Olsen. As a consequence thereof, the former CFO forfeited all unvested RSUs under the LTI program (which includes the grants in 2019 and 2020), and as a result the cost for the LTI that was expensed in 2019 is reversed. |
(5) | The cash bonus in 2019 was composed of USD 0.9 million (CEO) and USD 0.7 million (CFO) for the completion of the demerger of A.P. Møller—Mærsk A/S and separate listing of Maersk Drilling and USD 0.8 million (CEO) and USD 0.4 million (CFO) for the short-term incentive plan for Executive Management. |
Board of Directors |
Executive Management |
Other Key Employees |
Total |
|||||||||||||
USD million |
||||||||||||||||
2021 |
||||||||||||||||
Fixed pay |
1.0 | 2.0 | 1.1 | 4.1 | ||||||||||||
Short-term cash incentive (1) |
— | 1.8 | 1.0 | 2.8 | ||||||||||||
Long-term share based incentive (2) |
— | 1.5 | 0.8 | 2.3 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total remuneration |
1.0 |
5.3 |
2.9 |
9.2 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
2020 |
||||||||||||||||
Fixed pay |
1.0 | 1.9 | 1.1 | 4.0 | ||||||||||||
Short-term cash incentive |
— | 0.4 | 0.3 | 0.7 | ||||||||||||
Long-term share based incentive |
— | 0.7 | 0.5 | 1.2 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total remuneration |
1.0 |
3.0 |
1.9 |
5.9 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
2019 |
||||||||||||||||
Fixed pay |
0.8 | 1.8 | 2.2 | 4.8 | ||||||||||||
Short-term cash incentive (3) |
— | 2.8 | 2.7 | 5.5 | ||||||||||||
Termination benefits |
— | — | 1.1 | 1.1 | ||||||||||||
Long-term share based incentive |
— | 1.0 | 0.8 | 1.8 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total remuneration |
0.8 |
5.6 |
6.8 |
13.2 |
||||||||||||
|
|
|
|
|
|
|
|
(1) | The cash bonus to Other Key Employees is composed of USD 0.2 million for the expected completion of the merger with Noble and USD 0.8 million for the short-term incentive plan for Senior Leaders. |
(2) | Executive Management and two other Key Employees are party to agreements that will provide for enhanced severance terms in the event of termination following the merger. The enhanced severance terms provide that any unvested Maersk Drilling RSU Awards outstanding under the LTI program will vest at the end of employment, subject to completion of the merger. |
(3) | The cash bonus to Other Key Employees in 2019 was composed of USD 1.6 million for the completion of the demerger of A.P. Møller—Mærsk A/S and separate listing of Maersk Drilling and USD 1.1 million for the short-term incentive plan for Senior Leaders. |
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
Compensation from shipyard due to late delivery of rig, warranties etc |
— | — | 2 | |||||||||
|
|
|
|
|
|
|||||||
Special items, income |
— |
— |
2 |
|||||||||
|
|
|
|
|
|
|||||||
Separation and demerger/listing costs |
— | — | 13 | |||||||||
Merger related costs |
8 | — | — | |||||||||
Transformation and restructuring costs |
1 | 24 | 5 | |||||||||
COVID-19 costs not recharged to customers |
12 | 18 | — | |||||||||
|
|
|
|
|
|
|||||||
Special items, costs |
21 |
42 |
18 |
|||||||||
|
|
|
|
|
|
|||||||
Special items, net |
(21 |
) |
(42 |
) |
(16 |
) | ||||||
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
Interest expenses on liabilities (1) |
(52 | ) | (56 | ) | (84 | ) | ||||||
Interest income on loans and receivables |
— | 2 | 6 | |||||||||
Realized loss on interest rate derivatives – transferred from equity |
(13 | ) | (14 | ) | (3 | ) | ||||||
|
|
|
|
|
|
|||||||
Net interest expenses |
(65 |
) |
(68 |
) |
(81 |
) | ||||||
|
|
|
|
|
|
|||||||
Exchange rate gains on bank balances, borrowings and working capital |
12 | 12 | 20 | |||||||||
Exchange rate losses on bank balances, borrowings and working capital |
(9 | ) | (16 | ) | (7 | ) | ||||||
|
|
|
|
|
|
|||||||
Net foreign exchange gains/losses |
3 |
(4 |
) |
13 |
||||||||
|
|
|
|
|
|
|||||||
Fair value gains from derivatives |
2 | 1 | — | |||||||||
Fair value losses from derivatives |
(1 | ) | (1 | ) | — | |||||||
|
|
|
|
|
|
|||||||
Net fair value gains/losses |
1 |
— |
— |
|||||||||
|
|
|
|
|
|
|||||||
Financial expenses, net |
(61 |
) |
(72 |
) |
(68 |
) | ||||||
|
|
|
|
|
|
|||||||
Of which: |
||||||||||||
Financial income |
14 | 15 | 26 | |||||||||
Financial expenses |
(75 | ) | (87 | ) | (94 | ) |
(1) | No borrowing costs have been capitalized in 2019, 2020 or 2021. |
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
Tax recognized in the income statement |
||||||||||||
Current tax on profit/loss for the year |
(37 | ) | (27 | ) | (22 | ) | ||||||
Adjustment for current tax of prior periods |
24 | 21 | (22 | ) | ||||||||
|
|
|
|
|
|
|||||||
Total current tax |
(13 |
) |
(6 |
) |
(44 |
) | ||||||
|
|
|
|
|
|
|||||||
Temporary differences |
(4 | ) | 60 | 2 | ||||||||
Adjustment for deferred tax of prior periods |
(9 | ) | (13 | ) | 13 | |||||||
|
|
|
|
|
|
|||||||
Total deferred tax |
(13 |
) |
47 |
47 |
||||||||
|
|
|
|
|
|
|||||||
Total tax |
(26 |
) |
41 |
41 |
||||||||
|
|
|
|
|
|
|||||||
Tax reconciliation |
||||||||||||
Profit/loss before tax |
317 | (1,694 | ) | (84 | ) | |||||||
Tax using the Danish corporation tax rate (22%) |
(70 | ) | 373 | 18 | ||||||||
Impairment losses/reversals with no tax impact |
— | (302 | ) | (7 | ) | |||||||
Tax rate deviations in foreign jurisdictions net of withholding tax |
9 | (31 | ) | (10 | ) | |||||||
Interest limitation tax rules in Denmark |
(2 | ) | (6 | ) | (17 | ) | ||||||
Non-deductible expenses |
(2 | ) | — | (3 | ) | |||||||
Adjustment to previous years’ taxes |
15 | 8 | (9 | ) | ||||||||
Unrecognized tax assets and change in tax assets not previously recognized |
24 | (1 | ) | (1 | ) | |||||||
|
|
|
|
|
|
|||||||
Total tax |
(26 |
) |
41 |
(29 |
) | |||||||
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
Gains |
256 | — | 8 | |||||||||
Losses |
— | 2 | — | |||||||||
|
|
|
|
|
|
|||||||
Gain on sale of non-current assets, net |
256 |
(2 |
) |
8 |
||||||||
|
|
|
|
|
|
|||||||
Carrying amount of non-current assets |
149 | 40 | — | |||||||||
Gain/loss on sale of non-current asset |
256 | (2 | ) | 8 | ||||||||
|
|
|
|
|
|
|||||||
Cashflow from sale of non-current assets |
405 |
38 |
8 |
|||||||||
|
|
|
|
|
|
Customer contracts |
IT software |
Total |
||||||||||
USD million |
||||||||||||
2019 |
||||||||||||
Cost |
||||||||||||
January 1, 2019 |
67 | 68 | 135 | |||||||||
Additions |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
December 31, 2019 |
67 |
68 |
135 |
|||||||||
|
|
|
|
|
|
|||||||
Amortization |
||||||||||||
January 1, 2019 |
31 | 48 | 79 | |||||||||
Amortization |
13 | 12 | 25 | |||||||||
|
|
|
|
|
|
|||||||
December 31, 2019 |
44 |
60 |
104 |
|||||||||
|
|
|
|
|
|
|||||||
Carrying amount at December 31, 2019 |
23 |
8 |
31 |
|||||||||
|
|
|
|
|
|
|||||||
2020 |
||||||||||||
Cost |
||||||||||||
January 1, 2020 |
67 | 68 | 135 | |||||||||
Additions |
— | 4 | 4 | |||||||||
|
|
|
|
|
|
|||||||
December 31, 2020 |
67 |
72 |
139 |
|||||||||
|
|
|
|
|
|
|||||||
Amortization |
||||||||||||
January 1, 2020 |
44 | 60 | 104 | |||||||||
Amortization |
13 | 7 | 20 | |||||||||
|
|
|
|
|
|
|||||||
December 31, 2020 |
57 |
67 |
124 |
|||||||||
|
|
|
|
|
|
|||||||
Carrying amount at December 31, 2020 |
10 |
5 |
15 |
|||||||||
|
|
|
|
|
|
|||||||
2021 |
||||||||||||
Cost |
||||||||||||
January 1, 2021 |
67 | 72 | 139 | |||||||||
Additions |
— | 10 | 10 | |||||||||
Disposals |
(67 | ) | — | (67 | ) | |||||||
|
|
|
|
|
|
|||||||
December 31, 2021 |
— | 82 |
82 |
|||||||||
|
|
|
|
|
|
|||||||
Amortization |
||||||||||||
January 1, 2021 |
57 | 67 | 124 | |||||||||
Amortization |
10 | 1 | 11 | |||||||||
Disposals |
(67 | ) | — | (67 | ) | |||||||
December 31, 2021 |
— | 68 |
68 |
|||||||||
|
|
|
|
|
|
|||||||
Carrying amount at December 31, 2021 |
— | 14 |
14 |
|||||||||
|
|
|
|
|
|
Useful life (years) |
Residual value |
|||||||
Customer contracts |
Contract term | 0 | % | |||||
IT Software |
3-5 years |
0 | % |
Jack-up rigs |
Floaters |
Equipment and other |
Construction work in progress |
Total |
||||||||||||||||
USD million |
||||||||||||||||||||
2019 |
||||||||||||||||||||
Cost |
||||||||||||||||||||
January 1, 2019 |
5,377 | 5,023 | 162 | 93 | 10,655 | |||||||||||||||
Additions |
— | — | — | 309 | 309 | |||||||||||||||
Disposals |
(185 | ) | (315 | ) | — | — | (500 | ) | ||||||||||||
Transfers |
47 | 119 | — | (166 | ) | — | ||||||||||||||
Transfers to assets held for sale |
(233 | ) | — | — | — | (233 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
December 31, 2019 |
5,006 |
4,827 |
162 |
236 |
10,231 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Depreciation and impairment losses |
||||||||||||||||||||
January 1, 2019 |
2,623 | 3,128 | 55 | — | 5,806 | |||||||||||||||
Amortization and depreciation |
199 | 155 | 1 | — | 355 | |||||||||||||||
Impairment losses |
34 | — | — | — | 34 | |||||||||||||||
Disposals |
(185 | ) | (315 | ) | — | — | (500 | ) | ||||||||||||
Transfers to assets held for sale |
(195 | ) | — | — | — | (195 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
December 31, 2019 |
2,476 |
2,968 |
56 |
— |
5,500 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Carrying amount December 31, 2019 |
2,530 |
1,859 |
106 |
236 |
4,731 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
2020 |
||||||||||||||||||||
Cost |
||||||||||||||||||||
January 1, 2020 |
5,006 | 4,827 | 162 | 236 | 10,231 | |||||||||||||||
Additions |
— | — | — | 158 | 158 | |||||||||||||||
Disposals |
(53 | ) | (10 | ) | (6 | ) | — | (69 | ) | |||||||||||
Transfers |
80 | 131 | 27 | (234 | ) | 4 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
December 31, 2020 |
5,033 |
4,948 |
183 |
160 |
10,324 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Depreciation and impairment losses |
||||||||||||||||||||
January 1, 2020 |
2,476 | 2,968 | 56 | — | 5,500 | |||||||||||||||
Amortization and depreciation |
167 | 91 | 1 | — | 259 | |||||||||||||||
Impairment losses |
734 | 846 | — | — | 1,580 | |||||||||||||||
Disposals |
(53 | ) | (10 | ) | (3 | ) | — | (66 | ) | |||||||||||
Transfers |
— | — | (2 | ) | — | (2 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
December 31, 2020 |
3,324 |
3,895 |
52 |
— |
7,271 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Carrying amount December 31, 2020 |
1,709 |
1,053 |
131 |
160 |
3,053 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
2021 |
||||||||||||||||||||
Cost |
||||||||||||||||||||
January 1, 2021 |
5,033 | 4,948 | 183 | 160 | 10,324 | |||||||||||||||
Additions |
— | — | 8 | 84 | 92 | |||||||||||||||
Disposals |
(422 | ) | (69 | ) | (6 | ) | — | (497 | ) | |||||||||||
Transfers |
101 | 56 | 5 | (154 | ) | 8 | ||||||||||||||
Transfers to assets held for sale |
(517 | ) | — | — | — | (517 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
December 31, 2021 |
4,195 |
4,935 |
190 |
90 |
9,410 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Depreciation and impairment losses |
||||||||||||||||||||
January 1, 2021 |
3,324 | 3,895 | 52 | — | 7,271 | |||||||||||||||
Amortization and depreciation |
110 | 83 | 2 | — | 195 | |||||||||||||||
Impairment reversals |
(11 | ) | — | — | — | (11 | ) | |||||||||||||
Disposals |
(408 | ) | (69 | ) | (6 | ) | — | (483 | ) | |||||||||||
Transfers |
— | — | 8 | — | 8 | |||||||||||||||
Transfers to assets held for sale |
(383 | ) | — | — | — | (383 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
December 31, 2021 |
2,632 |
3,909 |
56 |
— |
6,597 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Carrying amount December 31, 2021 |
1,563 |
1,026 |
134 |
90 |
2,813 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
Useful life (years) |
Residual value |
|||||||
Rigs, Hull |
25 years | 20-30 |
% | |||||
Rigs, Drilling Equipment/owner furnished equipment long |
20 years | 10 | % | |||||
Rigs, Drilling Equipment/owner furnished equipment short |
10 years | 0 | % | |||||
Rigs, Initial offshore inventory |
10 years | 0 | % | |||||
Rigs, Other |
5 years | 0 | % | |||||
Rigs, five-year special periodic survey |
5 years | 0 | % |
Land and buildings |
Equipment and other |
Total |
||||||||||
USD million |
||||||||||||
Recognition of right-of-use |
35 | 1 | 36 |
|||||||||
Additions |
2 | — | 2 |
|||||||||
Depreciation |
6 | 1 | 7 |
|||||||||
|
|
|
|
|
|
|||||||
December 31, 2019 |
31 |
— |
31 |
|||||||||
|
|
|
|
|
|
|||||||
Additions |
6 | — | 6 |
|||||||||
Disposals |
(2 | ) | — | (2 |
) | |||||||
Depreciation |
(7 | ) | — | (7 |
) | |||||||
|
|
|
|
|
|
|||||||
December 31, 2020 |
28 |
— |
28 |
|||||||||
|
|
|
|
|
|
|||||||
Additions |
3 | — | 3 |
|||||||||
Disposals |
(1 | ) | — | (1 | ) | |||||||
Depreciation |
(7 | ) | — | (7 |
) | |||||||
|
|
|
|
|
|
|||||||
December 31, 2021 |
23 |
— |
23 |
|||||||||
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
January 1 |
31 |
31 |
36 |
|||||||||
Additions |
3 | 6 | 2 | |||||||||
Disposals |
(1 | ) | (1 | ) | — | |||||||
Interest expenses |
1 | 1 | 1 | |||||||||
Lease payments |
(7 | ) | (8 | ) | (7 | ) | ||||||
Foreign exchange movements |
(2 | ) | 2 | (1 | ) | |||||||
|
|
|
|
|
|
|||||||
December 31 |
25 |
31 |
31 |
|||||||||
|
|
|
|
|
|
|||||||
Lease liabilities are recognized in the balance sheet as follows: |
||||||||||||
Non-current liabilities, presented in “Borrowings, non-current” |
19 | 25 | 25 | |||||||||
Current liabilities, presented in “Borrowings, current” |
6 | 6 | 6 | |||||||||
|
|
|
|
|
|
|||||||
Total lease liabilities |
25 |
31 |
31 |
|||||||||
|
|
|
|
|
|
|||||||
Recognized in the profit and loss statement as follows: |
||||||||||||
Interest expenses related to lease liabilities |
(1 | ) | (1 | ) | (1 | ) | ||||||
Expenses relating to short term leases, not capitalized |
(9 | ) | (9 | ) | (2 | ) | ||||||
Expenses relating to leases of low-value assets, not capitalized |
(1 | ) | (1 | ) | (1 | ) | ||||||
Sublease income presented in ‘Other revenue’ |
1 | 1 | 1 | |||||||||
Recognized in the cash flow statement as follows: |
||||||||||||
Interest elements of lease payments, presented in ‘Interest paid’ |
(1 | ) | (1 | ) | (1 | ) | ||||||
Principal elements of lease payments, presented in ‘Repayment of borrowings’ |
(7 | ) | (7 | ) | (6 | ) | ||||||
|
|
|
|
|
|
|||||||
Total cash outflow in respect of leases in the year |
(8 |
) |
(8 |
) |
(7 |
) | ||||||
|
|
|
|
|
|
2020 |
||||||||
Impairment losses |
Recoverable amount |
|||||||
USD million |
||||||||
North Sea |
714 | 1,914 | ||||||
International |
846 | 1,219 | ||||||
Benign jack-ups |
20 | 69 | ||||||
|
|
|||||||
Total |
1,580 |
• | USD (1,181) million and USD (1,932) million with a -/+ 1 percentage point change in the discount rate, keeping all other assumptions unchanged. |
• | USD (1,379) million and USD (1,765) million with a +/- 1 percentage point change in the growth rate after the 5-year forecast period, keeping all other assumptions unchanged. |
• | USD (768) million and USD (2,256) million with a +/- 5 percentage point change in EBITDA margin after the 5-year forecast period, keeping all other assumptions unchanged. |
• | USD (1,133) million and USD (2,027) million with a +/- 5 percentage point change in utilization after the 5-year forecast, keeping all other assumptions unchanged. |
2021 |
2020 |
2019 |
||||||||||||||||||||||||||||||||||
Assets |
Liabilities |
Net Liabilities |
Assets |
Liabilities |
Net Liabilities |
Assets |
Liabilities |
Net Liabilities |
||||||||||||||||||||||||||||
USD million |
||||||||||||||||||||||||||||||||||||
Property, plant and equipment |
17 | 25 | 8 | 30 | 29 | (1 | ) | 10 | 56 | 46 | ||||||||||||||||||||||||||
Tax loss carry forwards |
1 | — | (1 | ) | — | — | — | 1 | — | (1 | ) | |||||||||||||||||||||||||
Other |
1 | 4 | 3 | 4 | 2 | (2 | ) | 4 | 3 | (1 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total |
19 |
29 |
10 |
34 |
31 |
(3 |
) |
15 |
59 |
44 |
||||||||||||||||||||||||||
Offsets |
(2 | ) | (2 | ) | — | (19 | ) | (19 | ) | — | (12 | ) | (12 | ) | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total |
17 |
27 |
10 |
15 |
12 |
(3 |
) |
3 |
47 |
44 |
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
January 1 |
(3 |
) |
44 |
58 |
||||||||
Property, plant and equipment |
9 | (47 | ) | (1 | ) | |||||||
Tax loss carry forwards |
(1 | ) | 1 | (1 | ) | |||||||
Other |
5 | (1 | ) | (12 | ) | |||||||
|
|
|
|
|
|
|||||||
Recognized in the income statement |
13 |
(47 |
) |
(14 |
) | |||||||
|
|
|
|
|
|
|||||||
Recognized in other comprehensive income |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
December 31 |
10 |
(3 |
) |
44 |
||||||||
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
Tax loss carry forwards |
31 | 45 | 25 | |||||||||
|
|
|
|
|
|
|||||||
Total |
31 |
45 |
25 |
|||||||||
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
Derivatives |
— | 4 | — | |||||||||
Deposits |
8 | 1 | 1 | |||||||||
VAT and similar receivables |
23 | 31 | 19 | |||||||||
Costs to be reimbursed |
19 | 37 | 24 | |||||||||
Other |
4 | 3 | 3 | |||||||||
|
|
|
|
|
|
|||||||
Total |
54 |
76 |
47 |
|||||||||
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
Mobilization and start-up costs (costs to fulfil contracts) |
30 | 54 | 22 | |||||||||
Other |
26 | 22 | 19 | |||||||||
|
|
|
|
|
|
|||||||
Total |
56 |
76 |
41 |
|||||||||
|
|
|
|
|
|
Restructuring |
Legal, disputes, etc. |
Total |
||||||||||
USD million |
||||||||||||
2019 |
||||||||||||
January 1, 2019 |
20 |
8 |
28 |
|||||||||
Provision made |
5 | — | 5 | |||||||||
Amount used |
(13 | ) | (3 | ) | (16 | ) | ||||||
Amount reversed |
— | (2 | ) | (2 | ) | |||||||
|
|
|
|
|
|
|||||||
December 31, 2019 |
12 |
3 |
15 |
|||||||||
|
|
|
|
|
|
|||||||
Of which |
||||||||||||
Classified as non-current |
— | 2 | 2 | |||||||||
Classified as current |
12 | 1 | 13 | |||||||||
2020 |
||||||||||||
January 1, 2020 |
12 |
3 |
15 |
|||||||||
Provision made |
24 | 16 | 40 | |||||||||
Amount used |
(34 | ) | — | (34 | ) | |||||||
Amount reversed |
(1 | ) | — | (1 | ) | |||||||
|
|
|
|
|
|
|||||||
December 31, 2020 |
1 |
19 |
20 |
|||||||||
|
|
|
|
|
|
|||||||
Of which |
||||||||||||
Classified as non-current |
— | 5 | 5 | |||||||||
Classified as current |
1 | 14 | 15 | |||||||||
2021 |
||||||||||||
January 1, 2021 |
1 |
19 |
20 |
|||||||||
Provision made |
1 | 5 | 6 | |||||||||
Amount used |
(2 | ) | (1 | ) | (3 | ) | ||||||
Amount reversed |
— | (12 | ) | (12 | ) | |||||||
|
|
|
|
|
|
|||||||
December 31, 2021 |
— |
11 |
11 |
|||||||||
|
|
|
|
|
|
|||||||
Of which |
||||||||||||
Classified as non-current |
— | 9 | 9 | |||||||||
Classified as current |
— | 2 | 2 |
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
Derivatives |
3 | — | 1 | |||||||||
Interest payable |
1 | 1 | 1 | |||||||||
VAT, duties and similar payables |
16 | 12 | 22 | |||||||||
Payables to staff and management |
39 | 38 | 30 | |||||||||
Other |
6 | 7 | 9 | |||||||||
|
|
|
|
|
|
|||||||
Total |
65 |
58 |
63 |
|||||||||
|
|
|
|
|
|
Notes |
2021 |
2020 |
2019 |
|||||||||||||
USD million |
||||||||||||||||
Contract assets |
||||||||||||||||
Mobilisation and start-up costs (costs to fulfil a contract) |
2.7 | 30 | 54 | 22 | ||||||||||||
Costs to be reimbursed |
2.6 | 19 | 37 | 24 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total |
49 |
91 |
46 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Contract liabilities |
||||||||||||||||
Deferred income |
40 | 62 | 32 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total |
40 |
62 |
32 |
|||||||||||||
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
Trade receivables |
238 | 210 | 264 | |||||||||
Other receivables excluding derivatives and capex receivables |
54 | 62 | 47 | |||||||||
Prepayments |
56 | 76 | 41 | |||||||||
Trade payables excluding capex payables |
(148 | ) | (142 | ) | (152 | ) | ||||||
Other payables excluding interest accruals and derivatives |
(61 | ) | (57 | ) | (61 | ) | ||||||
Deferred income |
(40 | ) | (62 | ) | (32 | ) | ||||||
|
|
|
|
|
|
|||||||
Net working capital |
99 |
87 |
107 |
|||||||||
|
|
|
|
|
|
|||||||
Change in working capital in balance sheet |
(12 | ) | 20 | 45 | ||||||||
Non-cash movements including exchange rate adjustment |
4 | 7 | 12 | |||||||||
|
|
|
|
|
|
|||||||
Change in working capital in cash flow statement |
(8 |
) |
27 |
57 |
||||||||
|
|
|
|
|
|
Notes |
2021 |
2020 |
2019 |
|||||||||||||
USD million |
||||||||||||||||
Additions to Intangible assets |
2.1 | (10 | ) | (4 | ) | — | ||||||||||
Additions to Property, plant and equipment |
2.2 | (92 | ) | (158 | ) | (309 | ) | |||||||||
Change in payables/receivables relating to capital expenditures |
(1 | ) | (24 | ) | 2 | |||||||||||
|
|
|
|
|
|
|||||||||||
Total |
(101 |
) |
(186 |
) |
(307 |
) | ||||||||||
|
|
|
|
|
|
2021 |
2020 |
2019 (1) |
||||||||||
No of shares at January 1 |
41,532,112 | 41,532,112 | 41,532,112 | |||||||||
|
|
|
|
|
|
|||||||
No of shares at December 31 |
41,532,112 |
41,532,112 |
41,532,112 |
|||||||||
|
|
|
|
|
|
|||||||
Treasury shares at January 1 |
243,164 | — | — | |||||||||
Acquired through share buy-backs |
— | 245,000 | — | |||||||||
Delivered under long-term incentive programs |
(1,767 | ) | (1,836 | ) | — | |||||||
|
|
|
|
|
|
|||||||
Treasury shares at December 31 |
241,397 |
243,164 |
— |
|||||||||
|
|
|
|
|
|
|||||||
Average number of shares in circulation |
41,289,831 |
41,410,530 |
41,532,112 |
|||||||||
|
|
|
|
|
|
(1) | The number of shares issued upon incorporation of the Company on April 2, 2019. |
• | Financial flexibility including adequate liquidity reserves; |
• | A long-term funding view to minimize refinancing risk; and |
• | A robust capital structure through the business cycle. |
1. | Maintain a robust capital structure with sufficient funding available to support the business through the cycle; |
2. | Pursue investment opportunities supporting long-term shareholder value creation; and |
3. | Return surplus capital to shareholders. |
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
Term loans |
1,037 | 1,254 | 1,378 | |||||||||
Lease liabilities |
25 | 31 | 31 | |||||||||
|
|
|
|
|
|
|||||||
Total borrowings |
1,062 |
1,285 |
1,409 |
|||||||||
|
|
|
|
|
|
|||||||
Of which: |
||||||||||||
Classified as non-current |
926 | 1,149 | 1,273 | |||||||||
Classified as current |
136 | 136 | 136 |
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
January 1 |
1,285 |
1,409 |
1,468 |
|||||||||
|
|
|
|
|
|
|||||||
Impact from adoption of IFRS16 |
— | — | 36 | |||||||||
Repayment of borrowings |
(229 | ) | (137 | ) | (103 | ) | ||||||
Non-cash changes: |
||||||||||||
Foreign exchange adjustments |
(1 | ) | 2 | (1 | ) | |||||||
Discounting/amortization |
6 | 6 | 6 | |||||||||
New lease obligations |
2 | 6 | 2 | |||||||||
Disposal of lease obligations |
(1 | ) | (1 | ) | — | |||||||
Other |
— | — | 1 | |||||||||
|
|
|
|
|
|
|||||||
December 31 |
1,285 |
1,285 |
1,409 |
|||||||||
|
|
|
|
|
|
• | Liquidity risk |
• | Interest rate risk |
• | Currency risk |
• | Credit risk |
Cash Flows Including Interest |
||||||||||||||||||||
Carrying amount |
0-1 years |
1-5 years |
5- years |
Total |
||||||||||||||||
USD million |
||||||||||||||||||||
2021 |
||||||||||||||||||||
Term loans |
1,037 | 159 | 965 | — | 1,124 | |||||||||||||||
Lease liabilities |
25 | 7 | 18 | 1 | 26 | |||||||||||||||
Trade and other payables |
226 | 226 | — | — | 226 | |||||||||||||||
Derivatives |
19 | 3 | 16 | — | 19 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total recognized in balance sheet |
1,307 |
395 |
999 |
1 |
1,395 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Capital commitments |
38 | 0 | — | 38 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total |
433 |
999 |
1 |
1,433 |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
2020 |
||||||||||||||||||||
Term loans |
1,254 | 168 | 1,220 | — | 1,388 | |||||||||||||||
Lease liabilities |
31 | 8 | 23 | 4 | 35 | |||||||||||||||
Trade and other payables |
225 | 225 | — | — | 225 | |||||||||||||||
Derivatives |
33 | — | 33 | — | 33 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total recognized in balance sheet |
1,543 |
401 |
1,276 |
4 |
1,681 |
|||||||||||||||
|
|
|||||||||||||||||||
Capital commitments |
30 | 0 | — | 30 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total |
431 |
1,276 |
4 |
1,711 |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
2019 |
||||||||||||||||||||
Term loans |
1,378 | 190 | 1,210 | 220 | 1,620 | |||||||||||||||
Lease liabilities |
31 | 7 | 22 | 5 | 34 | |||||||||||||||
Trade and other payables |
243 | 243 | — | — | 243 | |||||||||||||||
Derivatives |
23 | 1 | 22 | — | 23 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total recognized in balance sheet |
1,675 |
441 |
1,254 |
225 |
1,920 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Capital commitments |
95 | 0 | — | 95 | ||||||||||||||||
Total |
536 |
1,254 |
225 |
2,015 |
||||||||||||||||
|
|
|
|
|
|
|
|
Next Interest Rate Fixing |
||||||||||||||||
Carrying amount |
0-1 year |
1-5 years |
5- years |
|||||||||||||
USD million |
||||||||||||||||
2021 |
||||||||||||||||
<3% |
970 | 506 | 464 | — | ||||||||||||
3–6% |
92 | 2 | 89 | 1 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
1,062 |
508 |
553 |
1 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
2020 |
||||||||||||||||
<3% |
501 | 498 | 0 | 3 | ||||||||||||
3–6% |
784 | 1 | 775 | 8 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
1,285 |
499 |
775 |
11 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
2019 |
||||||||||||||||
3–6% |
1,409 | 507 | 875 | 27 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
1,409 |
507 |
875 |
27 |
||||||||||||
|
|
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
Receivables not due |
204 | 169 | 215 | |||||||||
Less than 90 days overdue |
28 | 27 | 31 | |||||||||
More than 90 days overdue |
6 | 14 | 18 | |||||||||
|
|
|
|
|
|
|||||||
Receivables, gross |
238 |
210 |
264 |
|||||||||
Expected credit loss |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Carrying amount |
238 |
210 |
264 |
|||||||||
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||||||||||||||
Foreign currency |
USD |
Foreign currency |
USD |
Foreign currency |
USD |
|||||||||||||||||||
DKK/USD |
536 | 84 | 408 | 63 | 551 | 84 | ||||||||||||||||||
NOK/USD |
— | — | — | — | 50 | 6 | ||||||||||||||||||
AUD/USD |
38 | 28 | — | — | — | — |
2021 |
2020 |
2019 |
||||||||||
USD million |
||||||||||||
Hedging foreign exchange risk on operating costs |
— | 1 | (5 | ) | ||||||||
Hedging interest rate risk |
(11 | ) | (14 | ) | (3 | ) | ||||||
|
|
|
|
|
|
|||||||
Total reclassified from equity reserve for hedges |
(11 |
) |
(13 |
) |
(8 |
) | ||||||
|
|
|
|
|
|
|||||||
Derivatives accounted for as held for trading |
||||||||||||
Currency derivatives recognized directly in financial income/expenses |
1 | — | — | |||||||||
|
|
|
|
|
|
|||||||
Net gains/losses recognized directly in the income statement |
1 |
— |
— |
|||||||||
|
|
|
|
|
|
|||||||
Total |
(10 |
) |
(13 |
) |
(8 |
) | ||||||
|
|
|
|
|
|
2021 |
||||||||||||
Foreign exchange risk |
Interest rate risk |
2021 Total |
||||||||||
USD million |
||||||||||||
Reserve for hedges January 1 |
3 | (33 | ) | (30 | ) | |||||||
Value adjustment of hedges for the year |
(6 | ) | 3 | (3 | ) | |||||||
Reclassified to income statement |
— | 11 | 11 | |||||||||
|
|
|
|
|
|
|||||||
Reserve for hedges December 31 |
(3 |
) |
(19 |
) |
(22 |
) | ||||||
|
|
|
|
|
|
2020 |
||||||||||||
Foreign exchange risk |
Interest rate risk |
2020 Total |
||||||||||
USD million |
||||||||||||
Reserve for hedges January 1 |
(1 | ) | (22 | ) | (23 | ) | ||||||
Value adjustment of hedges for the year |
5 | (25 | ) | (20 | ) | |||||||
Reclassified to income statement |
(1 | ) | 14 | 13 | ||||||||
|
|
|
|
|
|
|||||||
Reserve for hedges December 31 |
3 |
(33 |
) |
(30 |
) | |||||||
|
|
|
|
|
|
2019 |
||||||||||||
Foreign exchange risk |
Interest rate risk |
2019 Total |
||||||||||
USD million |
||||||||||||
Reserve for hedges January 1 |
(1 | ) | (1 | ) | (2 | ) | ||||||
Value adjustment of hedges for the year |
(5 | ) | (24 | ) | (29 | ) | ||||||
Reclassified to income statement |
5 | 3 | 8 | |||||||||
|
|
|
|
|
|
|||||||
Reserve for hedges December 31 |
(1 |
) |
(22 |
) |
(23 |
) | ||||||
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||||||||||||||
Carrying Amount |
Fair Value |
Carrying Amount |
Fair Value |
Carrying Amount |
Fair Value |
|||||||||||||||||||
USD million |
||||||||||||||||||||||||
Carried at amortized cost |
||||||||||||||||||||||||
Trade receivables |
238 | 210 | 264 | |||||||||||||||||||||
Other receivables (non-interest-bearing) |
56 | 75 | 49 | |||||||||||||||||||||
Cash and bank balances |
557 | 226 | 310 | |||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Financial assets at amortized cost |
851 |
511 |
623 |
|||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Carried at fair value Derivatives |
— | — | 4 | 4 | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Financial assets at fair value |
— | — | 4 |
4 |
— | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total financial assets |
851 |
515 |
623 |
|||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Carried at amortized cost |
||||||||||||||||||||||||
Term loans |
1,037 | 1,100 | 1,254 | 1,276 | 1,378 | 1,404 | ||||||||||||||||||
Lease liabilities |
25 | 25 | 31 | 31 | 31 | 31 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total borrowings |
1,062 |
1,125 |
1,285 |
1,307 |
1,409 |
1,435 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Trade payables |
164 | 167 | 180 | |||||||||||||||||||||
Other payables |
62 | 58 | 62 | |||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Financial liabilities at amortized cost |
1,288 |
1,510 |
1,651 |
|||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Carried at fair value |
||||||||||||||||||||||||
Derivatives |
19 | 19 | 33 | 33 | 23 | 23 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Financial liabilities at fair value |
19 |
19 |
33 |
33 |
23 |
23 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total financial liabilities |
1,307 |
1,543 |
1,674 |
|||||||||||||||||||||
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||
Total number of shares |
41,532,112 | 41,532,112 | 41,532,112 | |||||||||
Average number of treasury shares |
242,281 | 121,582 | — | |||||||||
|
|
|
|
|
|
|||||||
Average number of shares in circulation |
41,289,831 |
41,410,530 |
41,532,112 |
|||||||||
|
|
|
|
|
|
|||||||
Average dilution effect from shares outstanding under the LTI program |
234,910 | — | — | |||||||||
|
|
|
|
|
|
|||||||
Diluted average number of shares in circulation |
41,524,741 |
41,410,530 |
41,532,112 |
|||||||||
|
|
|
|
|
|
Shares in The Drilling Company of 1972 A/S |
||||||||||||
Restricted Shares Plan Key Management Personnel |
Restricted Shares Plan Other employees |
Total fair value (1) |
||||||||||
Outstanding awards under equity-settled incentive plans |
No. |
No. |
USD million |
|||||||||
January 1, 2019 |
— | — | ||||||||||
Granted |
116,599 | 26,104 | 11 | |||||||||
Vested |
— | — | ||||||||||
Forfeited/cancelled |
(10,772 | ) | (1,618 | ) | ||||||||
Transfer between categories |
(22,844 | ) | 22,844 | |||||||||
|
|
|
|
|||||||||
Outstanding December 31, 2019 |
82,983 |
47,330 |
||||||||||
|
|
|
|
|||||||||
Granted |
38,973 | 51,147 | 2 | |||||||||
Vested |
(1,836 | ) | — | |||||||||
Forfeited/cancelled |
(27,709 | ) | (14,095 | ) | ||||||||
|
|
|
|
|||||||||
Outstanding December 31, 2020 |
92,411 |
84,382 |
||||||||||
|
|
|
|
|||||||||
Granted |
63,304 | 67,272 | 5 | |||||||||
Vested |
(1,767 | ) | — | |||||||||
Forfeited/cancelled |
— | (12,575 | ) | |||||||||
|
|
|
|
|||||||||
Outstanding December 31, 2021 |
153,948 |
130,079 |
||||||||||
|
|
|
|
(1) | At the time of grant. |
B-shares in A.P. Møller—Mærsk A/S |
||||||||||||
Restricted Shares Plan Key Management Personnel |
Restricted Shares Plan Other employees |
Total fair value |
||||||||||
No. |
No. |
USD million |
||||||||||
January 1, 2018 |
752 | 553 | ||||||||||
Granted |
354 | 156 | 1 | |||||||||
Vested |
(219 | ) | (170 | ) | ||||||||
|
|
|
|
|||||||||
Outstanding December 31, 2018 |
887 |
539 |
||||||||||
|
|
|
|
|||||||||
Adjustment |
94 | (255 | ) | — | ||||||||
Vested |
— | 50 | ||||||||||
Converted to restricted shares in The Drilling Company of 1972 A/S |
(981 | ) | (157 | ) | ||||||||
|
|
|
|
|||||||||
Outstanding December 31, 2019 |
— |
77 |
||||||||||
|
|
|
|
2021 |
2020 |
2019 |
||||||||||
Income statement |
||||||||||||
Revenue |
2 | 2 | 3 | |||||||||
Costs |
19 | 22 | 21 | |||||||||
Financial income |
1 | 1 | 2 | |||||||||
Financial expenses |
9 | 10 | 12 | |||||||||
Assets |
||||||||||||
Trade receivables |
— | 1 | 1 | |||||||||
Derivatives |
— | 4 | — | |||||||||
Cash and bank balances (1) |
75 | 79 | 93 | |||||||||
Liabilities |
||||||||||||
Borrowings (1) |
76 | 93 | 101 | |||||||||
Trade payables |
4 | 3 | 7 | |||||||||
Derivatives |
11 | 16 | 12 | |||||||||
Other payables |
— | 1 | 1 |
(1) | Relates to on demand bank deposits on customary terms and borrowings with Danske Bank. Refer to note 3.3 in relation to terms of the borrowings. |
• | IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: IBOR reform, phase 2. A number of amendments which provide relief from modification accounting arising from changes in contractual cash flows on debt instruments and lease contracts and redesignation of designated hedge relationships as a consequence of the IBOR reform. |
• | IFRS 9, Financial Instruments: IBOR reform, phase 1. As the IBOR reform is expected to imply the replacement of EU interbank rates by other interest rates, the IASB has issued an amendment to IFRS 9 concerning the treatment of hedge accounting for the period up to the effective date of the IBOR reform. Basically, the amendments should not impact hedge accounting if the contracts are effective today. |
• | IAS 1, Presentation of Financial Statements and IAS 8, Accounting policies, Changes in Accounting Estimates and Errors: The definition of “material” is amended ensuring consistency across all IFRS standards. The definition now also comprises obscuring information together with omitting and misstating information. The definition moreover tightens the assumption of when an annual report is affected and includes more stringent wording when specifying who the users of the financial statements are. |
• | IFRS 16, Leases: The amendment clarifies that modifications as a consequence of COVID-19 should not be treated as modifications for accounting purposes even though they meet the definition of a modification of a lease according to the standard. |
• | IFRS 3, Business Combinations: An amendment to the definition of a business. An set of activities is a business only if it comprises input and substantial processes and output or the ability to generate output through applying the processes to the input. |
• | IFRS 9, Financial instruments: An amendment regarding classification of receivables where a borrower has a prepayment option at an amount which could be lower than the principal amount. |
• | IFRIC 23, Uncertainty over income tax treatments: The interpretation clarifies that it must be determined whether each tax position is to be treated individually or collectively with other uncertain tax positions. The assessment should be based on the assumption that the tax authorities have the same knowledge of the enterprise’s circumstances and, therefore, the assessment should disregard any detection risk. This determination may be based on, e.g., how tax statements are prepared, or how the |
enterprise expects the tax authorities to treat the uncertain tax positions. The uncertain tax position must be recognized if it is probable that the enterprise will have to pay or receive refunds. The uncertain tax position must be measured so as to better reflect the receivable/liability and the related uncertainty. |
• | Annual improvements (2015-2017): Include three minor clarifications: |
• | IAS 12, Income taxes: Income tax consequences of dividends should be recognized in profit or loss, see IAS 12. |
• | IAS 23, Borrowing costs: Borrowing costs incurred on specific-purpose borrowing may subsequently change into borrowing costs on general borrowing, see IAS 23. |
• | IFRS 3, Business combinations: Clarifies that a step acquisition of a joint venture by which an enterprise obtains control must be treated in accordance with IFRS 3. |
• | IFRS 16, Leases: IFRS 16 ‘Leases’ was implemented as of January 1, 2019 applying the modified retrospective approach under which comparative figures are not to be adjusted in the financial statements. |
• | Leases with a lease term of less than 12 months and leases of assets of low value are excluded from the lease liability recognized and are instead expensed on a straight-line basis over the lease term. In addition, leases with a remaining term of less than 12 months at January 1, 2019 were excluded upon adoption. |
• | Service components included in lease costs are not recognized as part of the lease liability. Such costs are recognized in the income statement as incurred. |
• | The definition of a lease under IAS 17 and IFRIC 4 has been retained and contracts not previously determined to contain a lease have not been reassessed. |
• | Initial direct costs are excluded from the measurement of the right-of-use |
• | Distinct incremental borrowing rates are applied to major leases whereas a single discount rate has been applied for the remaining lease contracts. The weighted average incremental borrowing rate applied was 4.4%. |
2019 |
||||
USD million |
||||
Operating lease obligations at December 31, 2018 |
47 | |||
Service components |
(4) | |||
Low-value assets and short-term contracts |
(1) | |||
Undiscounted lease liabilities |
42 |
|||
|
|
|||
Discounting effect |
(6) | |||
|
|
|||
Lease liability at January 1, 2019 |
36 |
|||
|
|
• | IFRS 3, Business Combinations: Three minor amendments will be made to IFRS 3 comprising, for example, an update of the reference to the framework, an exemption from the framework will be incorporated in respect of provisions and clarification will be made concerning contingent assets. |
• | The amendment will be effective for financial years beginning on or after January 1, 2022. |
• | IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: IBOR reform, phase 2. A number of amendments which may help enterprises resolve the accounting issues arising from changes in contractual cash flows or hedging conditions during implementation of the IBOR reform. The amendments pertain to modifications, hedge accounting and disclosure requirements. |
• | The amendment will be effective for financial years beginning on or after January 1, 2021. |
• | IAS 1, Presentation of Financial Statements: Clarifications of the definition of current liabilities to be based on the rights existing on the balance sheet date. The requirement for an unconditional right to postpone payment for 12 months from the balance sheet date is therefore changed to a right to defer payment for 12 months from the balance sheet date |
• | The amendment will be effective for financial years beginning on or after January 1, 2022. The amendment becomes effective one year later as a result of COVID-19, i.e. for financial years beginning on or after January 1, 2023. |
• | IASB has in November 2021 issued a proposal for an amendment to the amendment to IAS 1 described, which effectively revokes the current amendment. |
• | IAS 16, Property, plant and equipment: The amendment clarifies that proceeds from an item of property, plant and equipment under construction before the asset is ready for use cannot be offset against the cost of the asset, but is instead to be recognized as income. |
• | The amendment will be effective for financial years beginning on or after January 1, 2022. |
• | IAS 37, Provisions, Contingent Liabilities and Contingent Assets: The amendment clarifies that assessment of whether or not a contract is onerous should also include costs directly related to the |
contract. Examples are moreover added of costs which are considered directly related to a contract and costs which are not. |
• | The amendment will be effective for financial years beginning on or after January 1, 2022 |
• | Annual improvements 2018-2020: Clarification of IFRS 1 on first-time adoption relating to translation differences where the subsidiary transitions to IFRS later than its parent, IFRS 9 Financial Instruments concerning fees included in the test to determine whether a financial liability is modified or repaid, amendment of examples provided in IFRS 16 and IAS 41 on biological assets. |
• | The amendment will be effective for financial years beginning on or after January 1, 2022. |
SEC registration fee |
$ | 37,531.25 | ||
Accounting fees and expenses |
* | |||
Legal fees and expenses |
* | |||
Printing and engraving expenses |
* | |||
Trustee fees and expenses |
* | |||
Miscellaneous |
* | |||
|
|
|||
Total |
$ | * | ||
|
|
* | Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that the registrant anticipates it will incur in connection with the offering of securities under this registration statement. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement. |
(a) | he/she acted honestly and in good faith with a view to the best interest of the company; and |
(b) | in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he/she had reasonable grounds for believing that his conduct was lawful. |
* | Management contract or compensatory plan or arrangement. |
† | Certain portions of the exhibit have been omitted. Finco agrees to furnish a supplemental copy with any omitted information to the Securities and Exchange Commission (“SEC”) upon request. |
# | Previously filed. |
NOBLE FINANCE COMPANY | ||
By: | /s/ Robert W. Eifler | |
Robert W. Eifler | ||
President and Chief Executive Officer |
Signature |
Title |
Date | ||
/s/ Robert W. Eifler Robert W. Eifler |
President and Chief Executive Officer (Principal Executive Officer) |
March 18, 2022 | ||
/s/ Richard B. Barker Richard B. Barker |
Director, Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
March 18, 2022 | ||
* Laura D. Campbell |
Vice President and Controller and Authorized Representative in the United States (Principal Accounting Officer) |
March 18, 2022 | ||
* David M.J. Dujacquier |
Director |
March 18, 2022 | ||
* Brad A. Baldwin |
Director |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
BULLY 1 (SWITZERLAND) GMBH | ||
By: | /s/ Caroline Yu Gin Cho | |
Caroline Yu Gin Cho | ||
Managing Officer |
Signature |
Title |
Date | ||
* David M.J. Dujacquier |
Chairman and General Manager (Principal Executive Officer) |
March 18, 2022 | ||
/s/ Caroline Yu Gin Cho Caroline Yu Gin Cho |
Managing Officer (Principal Financial and Accounting Officer) |
March 18, 2022 | ||
* Matthew John Brodie |
Managing Officer |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE BD LLC | ||
By: Noble NBD Cayman LP, its member | ||
By: Noble NBD GP Holding, its general partner | ||
By: | /s/ Brad A. Baldwin | |
Brad A. Baldwin | ||
President and Secretary |
Signature |
Title |
Date | ||
/s/ Brad A. Baldwin Brad A. Baldwin |
President and Secretary (Principal Executive, Financial and Accounting Officer) |
March 18, 2022 |
NOBLE CAYMAN SCS HOLDING LTD | ||
By: | /s/ Brad A. Baldwin | |
Brad A. Baldwin | ||
President, Secretary and Director |
Signature |
Title |
Date | ||
/s/ Brad A. Baldwin Brad A. Baldwin |
President, Secretary and Director (Principal Executive Officer) |
March 18, 2022 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Financial and Accounting Officer) |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE CONTRACTING II GMBH | ||
By: | /s/ Caroline Yu Gin Cho | |
Caroline Yu Gin Cho | ||
Managing Officer |
Signature |
Title |
Date | ||
* David M.J. Dujacquier |
Chairman (Principal Executive Officer) |
March 18, 2022 | ||
/s/ Caroline Yu Gin Cho Caroline Yu Gin Cho |
Managing Officer (Principal Financial and Accounting Officer) |
March 18, 2022 | ||
* Matthew John Brodie |
Managing Officer |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE DRILLING (GUYANA) INC. | ||
By: | /s/ Brad A. Baldwin | |
Brad A. Baldwin | ||
Director |
Signature |
Title |
Date | ||
/s/ Brad A. Baldwin Brad A. Baldwin |
Director (Principal Executive, Financial and Accounting Officer) |
March 18, 2022 | ||
* C.A. Nigel Hughes |
Secretary and Director |
March 18, 2022 | ||
* Brett Blackman |
Director |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE DRILLING (NORWAY) AS | ||
By: | /s/ David M.J. Dujacquier | |
David M.J. Dujacquier | ||
General Manager and Director |
Signature |
Title |
Date | ||
/s/ David M.J. Dujacquier David M.J. Dujacquier |
General Manager and Director (Principal Executive, Financial and Accounting Officer) |
March 18, 2022 | ||
* Matthew John Brodie |
Director |
March 18, 2022 | ||
* Gunnar Espeland |
Director |
March 18, 2022 | ||
* Ronald Lee |
Director |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE DRILLING (TVL) LTD. | ||
By: | /s/ Brad A. Baldwin | |
Brad A. Baldwin | ||
President, Secretary and Director |
Signature |
Title |
Date | ||
/s/ Brad A. Baldwin Brad A. Baldwin |
President, Secretary and Director (Principal Executive and Financial Officer) |
March 18, 2022 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Accounting Officer) |
March 18, 2022 | ||
* Caroline Yu Gin Cho |
Director |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE DRILLING (U.S.) LLC | ||
By: Noble Drilling Services LLC, its member | ||
By: | /s/ Blake A. Denton | |
Blake A. Denton | ||
President |
Signature |
Title |
Date | ||
/s/ Blake A. Denton Blake A. Denton |
President (Principal Executive Officer) |
March 18, 2022 | ||
* Craig M. Muirhead |
Vice President and Treasurer (Principal Financial Officer) |
March 18, 2022 | ||
* Laura D. Campbell |
Vice President and Controller (Principal Accounting Officer) |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE DRILLING DOHA LLC | ||
By: | /s/ Brad A. Baldwin | |
Brad A. Baldwin | ||
General Manager |
Signature |
Title |
Date | ||
/s/ Brad A. Baldwin Brad A. Baldwin |
General Manager and Manager (Principal Executive, Financial and Accounting Officer) |
March 18, 2022 | ||
* Firas Adi |
Manager |
March 18, 2022 | ||
* Ullatil Achu |
Manager |
March 18, 2022 | ||
* Ebrahim Ahmad H M Al-Neama |
Manager |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE DRILLING INTERNATIONAL GMBH | ||
By: | /s/ Caroline Yu Gin Cho | |
Caroline Yu Gin Cho | ||
Managing Officer |
Signature |
Title |
Date | ||
* David M.J. Dujacquier |
Chairman (Principal Executive Officer) |
March 18, 2022 | ||
/s/ Caroline Yu Gin Cho Caroline Yu Gin Cho |
Managing Officer (Principal Financial and Accounting Officer) |
March 18, 2022 | ||
* Matthew John Brodie |
Managing Officer |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE DRILLING SERVICES LLC | ||
By: NDSI Holding Limited, its member | ||
By: | /s/ Brad A. Baldwin | |
Brad A. Baldwin | ||
President and Secretary |
Signature |
Title |
Date | ||
* Blake A. Denton |
President (Principal Executive Officer) |
March 18, 2022 | ||
* Laura D. Campbell |
Vice President and Controller (Principal Accounting Officer) |
March 18, 2022 | ||
* Craig M. Muirhead |
Vice President (Principal Financial Officer) |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE DT LLC | ||
By: Noble Boudreaux Limited, its member | ||
By: | /s/ Brad A. Baldwin | |
Brad A. Baldwin | ||
President and Secretary |
Signature |
Title |
Date | ||
/s/ Brad A. Baldwin Brad A. Baldwin |
President and Secretary (Principal Executive, Financial and Accounting Officer) |
March 18, 2022 | ||
/s/ David M.J. Dujacquier David M.J. Dujacquier |
Vice President |
March 18, 2022 |
NOBLE INTERNATIONAL FINANCE COMPANY | ||
By: | /s/ Brad A. Baldwin | |
Brad A. Baldwin | ||
President, Secretary and Director |
Signature |
Title |
Date | ||
/s/ Brad A. Baldwin Brad A. Baldwin |
President, Secretary and Director (Principal Executive Officer) |
March 18, 2022 | ||
* Craig M. Muirhead |
Treasurer (Principal Financial Officer) |
March 18, 2022 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Accounting Officer) |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE LEASING (SWITZERLAND) GMBH | ||
By: | /s/ Caroline Yu Gin Cho | |
Caroline Yu Gin Cho | ||
Managing Officer |
Signature |
Title |
Date | ||
* David M.J. Dujacquier |
Chairman (Principal Executive Officer) |
March 18, 2022 | ||
/s/ Caroline Yu Gin Cho Caroline Yu Gin Cho |
Managing Officer (Principal Financial and Accounting Officer) |
March 18, 2022 | ||
* Matthew John Brodie |
Managing Officer |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE LEASING III (SWITZERLAND) GMBH | ||
By: | /s/ Caroline Yu Gin Cho | |
Caroline Yu Gin Cho | ||
Managing Officer |
Signature |
Title |
Date | ||
* David M.J. Dujacquier |
Chairman (Principal Executive Officer) |
March 18, 2022 | ||
/s/ Caroline Yu Gin Cho Caroline Yu Gin Cho |
Managing Officer (Principal Financial and Accounting Officer) |
March 18, 2022 | ||
* Matthew John Brodie |
Managing Officer |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE RESOURCES LIMITED | ||
By: | /s/ Brad A. Baldwin | |
Brad A. Baldwin | ||
President, Secretary and Director |
Signature |
Title |
Date | ||
/s/ Brad A. Baldwin Brad A. Baldwin |
President, Secretary and Director (Principal Executive Officer) |
March 18, 2022 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Financial and Accounting Officer) |
March 18, 2022 | ||
* Caroline Yu Gin Cho |
Director |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE RIG HOLDING 2 LIMITED | ||
By: | /s/ Brad A. Baldwin | |
Brad A. Baldwin | ||
President, Secretary and Director |
Signature |
Title |
Date | ||
/s/ Brad A. Baldwin Brad A. Baldwin |
President, Secretary and Director (Principal Executive Officer) |
March 18, 2022 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Financial and Accounting Officer) |
March 18, 2022 | ||
* Caroline Yu Gin Cho |
Director |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE RIG HOLDING I LIMITED | ||
By: | /s/ Brad A. Baldwin | |
Brad A. Baldwin | ||
President, Secretary and Director |
Signature |
Title |
Date | ||
/s/ Brad A. Baldwin Brad A. Baldwin |
President, Secretary and Director (Principal Executive Officer) |
March 18, 2022 | ||
* Craig M. Muirhead |
Treasurer (Principal Financial Officer) |
March 18, 2022 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Accounting Officer) |
March 18, 2022 | ||
* Caroline Yu Gin Cho |
Director |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE SA LIMITED | ||
By: | /s/ Brad A. Baldwin | |
Brad A. Baldwin | ||
President, Secretary and Director |
Signature |
Title |
Date | ||
/s/ Brad A. Baldwin Brad A. Baldwin |
President, Secretary and Director (Principal Executive Officer) |
March 18, 2022 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Financial and Accounting Officer) |
March 18, 2022 | ||
* Caroline Yu Gin Cho |
Director |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE SERVICES COMPANY LLC | ||
By: Noble Drilling (U.S.) LLC, its member | ||
By: | /s/ Blake A. Denton | |
Blake A. Denton | ||
President |
Signature |
Title |
Date | ||
* Robert W. Eifler |
President and Chief Executive Officer (Principal Executive Officer) |
March 18, 2022 | ||
/s/ Richard B. Barker Richard B. Barker |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
March 18, 2022 | ||
* Laura D. Campbell |
Chief Accounting Officer, Vice President and Controller (Principal Accounting Officer) |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
NOBLE SERVICES INTERNATIONAL LIMITED | ||
By: | /s/ Brad A. Baldwin | |
Brad A. Baldwin | ||
President, Secretary and Director |
Signature |
Title |
Date | ||
/s/ Brad A. Baldwin Brad A. Baldwin |
President, Secretary and Director (Principal Executive Officer) |
March 18, 2022 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Financial and Accounting Officer) |
March 18, 2022 | ||
* Caroline Yu Gin Cho |
Director |
March 18, 2022 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
March 18, 2022 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
PACIFIC DRILLING S.A. | ||
By: | /s/ David M.J. Dujacquier | |
David M.J. Dujacquier | ||
Day-to-Day |
Signature |
Title |
Date | ||
/s/ David M.J. Dujacquier |
Day-to-Day |
March 18, 2022 | ||
David M.J. Dujacquier | (Principal Executive, Financial and Accounting Officer) | |||
* |
Director | March 18, 2022 | ||
Caroline Yu Gin Cho |
||||
* |
Director | March 18, 2022 | ||
Frédéric Pascal Jacquemin |
||||
* |
Authorized Representative in the United States | March 18, 2022 | ||
Laura D. Campbell |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |