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 |
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Security |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 |
$435,969,567 (1) |
100% |
$435,969,567 |
$40,414.38 (2) | ||||
Guarantees of 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 |
— |
— |
— |
— (3) | ||||
| ||||||||
|
(1) |
Represents the sum of (i) $98,920,344, the initial aggregate principal amount of the 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028 (the “Notes”) issued pursuant to the Plan (as defined herein) and registered for resale hereby, and (ii) an additional $337,049,223 aggregate principal amount of Notes that may be issued if interest on the Notes is paid-in-kind |
(2) |
The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). The registration fee has previously been paid in connection with a prior filing of this Registration Statement. |
(3) |
Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees of the Notes being registered. |
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 emergence from bankruptcy, including the following: |
• | the effect of our recent emergence from bankruptcy on our business and relationships; |
• | our actual financial results after emergence from bankruptcy may not be comparable to filed projections; |
• | our historical financial information will not be indicative of future financial performance; |
• | the warrants Noble Parent issued pursuant to the Plan are exercisable for Ordinary Shares; |
• | risks related to our business and operations, including the following: |
• | the impact of the novel strain of coronavirus (“COVID-19”) pandemic; |
• | our business depends on the level of activity in the oil and gas industry; |
• | 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; |
• | future sales or the availability for sale of substantial amounts of the Ordinary Shares could adversely affect the trading price of the Ordinary Shares; |
• | we are a holding company, and we are dependent upon cash flow from subsidiaries to meet our obligations; |
• | 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; |
• | 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; |
• | Noble Parent shareholders and Maersk Drilling shareholders will have a reduced ownership and voting interest after the Business Combination; |
• | each of Noble and Maersk Drilling may have liabilities that are not known to the other party; |
• | our failure to consummate 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; |
• | 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; |
• | Topco may not be able to retain customers or suppliers, and customers or suppliers may seek to modify contractual obligations with Topco; |
• | failure to recruit and retain key personnel; 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 |
$435,969,567 aggregate principal amount of 11%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2028, including up to $337,049,223 aggregate principal amount of notes that may be issued if interest on the notes is paid-in-kind |
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 secure the Revolving Credit Facility or the notes now or 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. |
• | we may have difficulty obtaining acceptable and sufficient financing to execute our business plan; |
• | key suppliers, vendors and customers, may among other things, renegotiate the terms of our agreements, attempt to terminate their relationship with us or require financial assurances from us; |
• | our ability to renew existing contracts and obtain new contracts on reasonably acceptable terms and conditions may be adversely affected; |
• | our ability to attract, motivate and retain key employees and executives may be adversely affected; and |
• | competitors may take business away from us, and our ability to compete for new business and attract and retain customers may be negatively impacted. |
• | the cost of exploring for, developing, producing and delivering oil and gas; |
• | the ability of the Organization of Petroleum Exporting Countries (“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; |
• | worldwide production and demand for oil and gas (including the over-supply of oil and gas as a result of the COVID-19 pandemic and actions by OPEC and other oil and gas producing nations (together with OPEC, “OPEC+”)), which are impacted by changes in the rate of economic growth in the global economy; |
• | potential acceleration in the development, and the price and availability, of alternative fuels or energy sources; |
• | the level of production in non-OPEC countries; |
• | 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 or any governmental response to such occurrence or threat; |
• | tax laws, regulations and policies; |
• | laws and regulations 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 and regulations 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; |
• | geological formations with abnormal pressures; |
• | loop currents or eddies; |
• | failure of critical equipment; |
• | toxic gas emanating from the well; |
• | spillage handling and disposing of materials; and |
• | 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. |
• | 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 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 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; |
• | 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 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 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. |
• | improve existing services, rigs and rental equipment; |
• | address the increasingly sophisticated needs of its customers; |
• | anticipate major changes in technology and industry standards and respond to technological developments on a timely basis. |
• | 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. |
• | 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 statements of operations for the nine months ended September 30, 2021 and for the twelve months ended December 31, 2020 assume that the Business Combination and the Completed Transactions had occurred on January 1, 2020. |
• | The unaudited pro forma condensed combined balance sheet as of September 30, 2021 assumes that the Business Combination, the Maersk Drilling Rig Disposal and the Noble Rig Disposal had occurred on September 30, 2021. The impact from the Pacific Drilling Merger and Noble Reorganization has already been reflected in the historical consolidated balance sheet of Noble as of September 30, 2021; therefore, no pro forma adjustments were made for these transactions. |
• | The Noble consolidated financial statements and notes included elsewhere in this prospectus. |
• | The Noble condensed consolidated financial statements and notes included elsewhere in this prospectus. |
• | The historical Maersk Drilling consolidated financial statements and notes for the fiscal year ended December 31, 2020 and the interim period ended September 30, 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. |
• | The Pacific consolidated financial statements and notes for the fiscal year ended December 31, 2020, included elsewhere in this prospectus. |
Maersk Drilling Historical |
||||||||||||||||||||||||||||
Noble Pro Forma (Note 3) |
Maersk Drilling Historical (IFRS) (Note 6) |
Maersk Drilling Rig Disposal (IFRS) (Note 7) |
Maersk Drilling IFRS-to-GAAP Adjustments (Note 8) |
Maersk Drilling Historical Adjusted (U.S. GAAP) |
Business Combination Transaction Accounting Adjustments (Note 9) |
Topco Pro Forma Combined |
||||||||||||||||||||||
Operating revenues |
||||||||||||||||||||||||||||
Contract drilling services |
$ | 541,136 | $ | 946,395 | $ | (34,921 | ) (A) |
$ | — | $ | 911,474 | $ | — | $ | 1,452,610 | |||||||||||||
Reimbursables and other |
50,465 | 23,000 | — | — | 23,000 | — | 73,465 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
591,601 | 969,395 | (34,921 | ) | — | 934,474 | — | 1,526,075 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating costs and expense |
||||||||||||||||||||||||||||
Contract drilling services |
501,293 | 599,169 | (22,948 | ) (A) |
17,252 | (J)(K) |
593,473 | 1,342 | (EE) |
1,096,108 | ||||||||||||||||||
Reimbursables |
44,927 | 8,000 | — | — | 8,000 | — | 52,927 | |||||||||||||||||||||
Depreciation and amortization |
71,122 | 167,178 | (6,469 | ) (A) |
160,775 | (J)(L) |
321,484 | (257,753 | ) (AA) |
134,853 | ||||||||||||||||||
General and administrative |
79,910 | 56,386 | — | 2,099 | (J) |
58,485 | — | 138,395 | ||||||||||||||||||||
Merger and integration costs |
13,786 | — | — | — | — | — | 13,786 | |||||||||||||||||||||
Transaction costs on sale of operating assets |
3,146 | — | — | — | — | — | 3,146 | |||||||||||||||||||||
Hurricane losses |
10,441 | — | — | — | — | — | 10,441 | |||||||||||||||||||||
Special items |
— | 13,510 | 78 | (A) |
(13,588 | ) (K) |
— | — | — | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
724,625 | 844,243 | (29,339 | ) | 166,538 | 981,442 | (256,411 | ) | 1,449,656 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income (loss) |
(133,024 | ) | 125,152 | (5,582 | ) | (166,538 | ) | (46,968 | ) | 256,411 | 76,419 | |||||||||||||||||
Other income (expense) |
||||||||||||||||||||||||||||
Interest expense, net of amounts capitalized |
(18,410 | ) | (46,438 | ) | 894 | (A)(C) |
834 | (J) |
(44,710 | ) | 4,320 | (DD) |
(58,800 | ) | ||||||||||||||
Interest income and other, net |
7,864 | (352 | ) | — | — | (352 | ) | — | 7,512 | |||||||||||||||||||
Gain on extinguishment of debt, net |
(2,664 | ) | — | — | — | — | — | (2,664 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loss before income taxes |
(146,234 | ) | 78,362 | (4,688 | ) | (165,704 | ) | (92,030 | ) | 260,731 | 22,467 | |||||||||||||||||
Income tax benefit (provision) |
5,494 | (18,403 | ) | 1,487 | (D) |
8,135 | (L) |
(8,781 | ) | (23,001 | ) (EE) |
(26,288 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss) |
$ | (140,740 | ) | $ | 59,959 | $ | (3,201 | ) | $ | (157,569 | ) | $ | (100,811 | ) | $ | 237,730 | $ | (3,821 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Basic net income (loss) per share |
$ | (2.11 | ) | $ | 1.45 | $ | (0.03 | )(CC) | ||||||||||||||||||||
Diluted net income (loss) per share |
$ | (2.11 | ) | $ | 1.44 | $ | (0.03 | )(CC) | ||||||||||||||||||||
Weighted average shares outstanding |
||||||||||||||||||||||||||||
Basic |
66,600 | 41,290 | 133,341 | (CC) | ||||||||||||||||||||||||
Diluted |
66,600 | 41,583 | 133,341 | (CC) |
Maersk Drilling Historical |
||||||||||||||||||||||||||||
Noble Pro Forma (Note 4) |
Maersk Drilling Historical (IFRS) (Note 6) |
Maersk Drilling Rig Disposal (IFRS) (Note 7) |
Maersk Drilling IFRS-to-GAAP Adjustments (Note 8) |
Maersk Drilling Historical Adjusted (U.S. GAAP) |
Business Combination Transaction Accounting Adjustments (Note 9) |
Topco Pro Forma Combined |
||||||||||||||||||||||
Operating revenues |
||||||||||||||||||||||||||||
Contract drilling services |
$ | 903,534 | $ | 1,096,207 | $ | (298 | ) (A) |
$ | — | $ | 1,095,909 | $ | — | $ | 1,999,443 | |||||||||||||
Reimbursables and other |
70,247 | 19,000 | — | — | 19,000 | — | 89,247 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
973,781 | 1,115,207 | (298 | ) | — | 1,114,909 | — | 2,088,690 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating costs and expense |
||||||||||||||||||||||||||||
Contract drilling services |
730,343 | 742,419 | (8,667 | ) (A) |
45,365 | (J)(K) |
779,117 | 6,157 | (EE) |
1,515,617 | ||||||||||||||||||
Reimbursables |
60,156 | 11,000 | — | — | 11,000 | — | 71,156 | |||||||||||||||||||||
Depreciation and amortization |
67,796 | 285,540 | (55 | ) (A) |
175,186 | (J)(L) |
460,671 | (370,504 | ) (AA) |
157,963 | ||||||||||||||||||
General and administrative |
164,555 | 75,400 | — | 4,525 | (J)(K) |
79,925 | 58,292 | (BB) |
302,772 | |||||||||||||||||||
Pre-petition charges |
35,628 | — | — | — | — | — | 35,628 | |||||||||||||||||||||
Loss on impairment |
3,915,408 | 1,579,847 | — | (1,507,883 | ) (L) |
71,964 | — | 3,987,372 | ||||||||||||||||||||
Gain on sale of operating assets, net |
(189,349 | ) | — | (234,483 | ) (B) |
— | (234,483 | ) | — | (423,832 | ) | |||||||||||||||||
Special items |
— | 41,642 | (31 | ) (A) |
(41,611 | ) (K) |
— | — | — | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
4,784,537 | 2,735,848 | (243,236 | ) | (1,324,418 | ) | 1,168,194 | (306,055 | ) | 5,646,676 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income (loss) |
(3,810,756 | ) | (1,620,641 | ) | 242,938 | 1,324,418 | (53,285 | ) | 306,055 | (3,557,986 | ) | |||||||||||||||||
Other income (expense) |
||||||||||||||||||||||||||||
Interest expense, net of amounts capitalized |
(26,872 | ) | (70,269 | ) | 3,842 | (A)(C) |
1,216 | (J) |
(65,211 | ) | 5,780 | (DD) |
(86,303 | ) | ||||||||||||||
Gain on extinguishment of debt, net |
16,254 | — | — | — | — | — | 16,254 | |||||||||||||||||||||
Interest income and other, net |
14,604 | (2,764 | ) | — | — | (2,764 | ) | — | 11,840 | |||||||||||||||||||
Gain on bargain purchase |
64,479 | — | — | — | — | — | 64,479 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loss before income taxes |
(3,742,291 | ) | (1,693,674 | ) | 246,780 | 1,325,634 | (121,260 | ) | 311,835 | (3,551,716 | ) | |||||||||||||||||
Income tax benefit (provision) |
235,174 | 41,346 | (39,878 | ) (D) |
(16,774 | ) (L) |
(15,306 | ) | (22,296 | ) (EE) |
197,572 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss) |
$ | (3,507,117 | ) | $ | (1,652,328 | ) | $ | 206,902 | $ | 1,308,860 | $ | (136,566 | ) | $ | 289,539 | $ | (3,354,144 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Basic net loss per share |
$ | (52.66 | ) | $ | (39.90 | ) | $ | (25.15 | )(CC) | |||||||||||||||||||
Diluted net loss per share |
$ | (52.66 | ) | $ | (39.90 | ) | $ | (25.15 | )(CC) | |||||||||||||||||||
Weighted average shares outstanding |
||||||||||||||||||||||||||||
Basic |
66,600 | 41,411 | 133,341 | (CC) | ||||||||||||||||||||||||
Diluted |
66,600 | 41,411 | 133,341 | (CC) |
Maersk Drilling Historical |
||||||||||||||||||||||||||||
Noble Pro Forma (Note 5) |
Maersk Drilling Historical (IFRS) (Note 6) |
Maersk Drilling Rig Disposal (IFRS) (Note 7) |
Maersk Drilling IFRS-to-GAAP Adjustments (Note 8) |
Maersk Drilling Historical Adjusted (U.S. GAAP) |
Business Combination Transaction Accounting Adjustments (Note 9) |
Topco Pro Forma Combined |
||||||||||||||||||||||
Assets |
||||||||||||||||||||||||||||
Current assets |
||||||||||||||||||||||||||||
Cash and cash equivalents |
$ | 200,725 | $ | 221,456 | $ | 292,460 | (E) |
$ | — | $ | 513,916 | $ | (57,274 | ) (FF) |
$ | 657,367 | ||||||||||||
Accounts receivable, net |
227,644 | 295,024 | — | — | 295,024 | — | 522,668 | |||||||||||||||||||||
Taxes receivable |
29,565 | 39,892 | — | — | 39,892 | — | 69,457 | |||||||||||||||||||||
Prepaid expenses and other current assets |
51,476 | 73,001 | — | — | 73,001 | (34,971 | ) (GG) |
89,506 | ||||||||||||||||||||
Assets held for sale |
— | 139,057 | (139,057 | ) (F) |
— | — | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total current assets |
509,410 | 768,430 | 153,403 | — | 921,833 | (92,245 | ) | 1,338,998 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Intangible assets |
76,262 | — | — | — | — | — | 76,262 | |||||||||||||||||||||
Goodwill |
— | — | — | — | — | 93,330 | (HH) |
93,330 | ||||||||||||||||||||
Property and equipment, at cost |
1,518,663 | 9,450,350 | — | 3,751,931 | (L) |
13,202,281 | (10,937,484 | ) (II) |
3,783,460 | |||||||||||||||||||
Accumulated depreciation |
(56,588 | ) | (6,630,701 | ) | — | (746,147 | ) (L) |
(7,376,848 | ) | 7,376,848 | (II) |
(56,588 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Property and equipment, net |
1,462,075 | 2,819,649 | — | 3,005,784 | 5,825,433 | (3,560,636 | ) | 3,726,872 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Other assets |
46,882 | 48,060 | — | (9,266 | ) (L) |
38,794 | (6,287 | ) (KK) |
79,389 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total assets |
$ |
2,094,629 |
$ |
3,636,139 |
$ |
153,403 |
$ |
2,996,518 |
$ |
6,786,060 |
$ |
(3,565,838 |
) |
$ |
5,314,851 |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Current liabilities |
||||||||||||||||||||||||||||
Accounts payable |
$ | 106,429 | $ | 146,362 | $ | — | $ | — | $ | 146,362 | $ | — | $ | 252,791 | ||||||||||||||
Accrued payroll and related costs |
56,442 | 25,043 | — | — | 25,043 | — | 81,485 | |||||||||||||||||||||
Current maturities of long-term debt |
— | 130,084 | — | — | 130,084 | — | 130,084 | |||||||||||||||||||||
Taxes payable |
39,312 | 22,268 | 36,000 | (H) |
15,375 | (M) |
73,643 | 6,412 | (KK) |
119,367 | ||||||||||||||||||
Interest payable |
4,293 | 598 | — | — | 598 | — | 4,891 | |||||||||||||||||||||
Other current liabilities |
35,031 | 93,412 | — | — | 93,412 | — | 128,443 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total current liabilities |
241,507 | 417,767 | 36,000 | 15,375 | 469,142 | 6,412 | 717,061 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Long-term debt |
216,000 | 1,018,415 | (80,000 | ) (G) |
— | 938,415 | 13,737 | (JJ) |
1,168,152 | |||||||||||||||||||
Deferred income taxes |
13,568 | 15,408 | 1,697 | (H) |
74,512 | (L) |
91,617 | (76,707 | ) (KK) |
28,478 | ||||||||||||||||||
Other liabilities |
84,212 | 101,350 | — | 34,358 | (M) |
135,708 | 140,517 | (KK) |
360,437 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total liabilities |
555,287 |
1,552,940 |
(42,303 |
) |
124,245 |
1,634,882 |
83,959 |
2,274,128 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Shareholders’ equity |
||||||||||||||||||||||||||||
Common stock |
1 | 62,520 | — | — | 62,520 | (62,519 | ) (LL) |
2 | ||||||||||||||||||||
Additional paid-in-capital |
1,388,388 | — | — | — | — | 1,559,672 | (LL) |
2,948,060 | ||||||||||||||||||||
Retained earnings (accumulated deficit) |
151,220 | 2,020,679 | 195,706 | (I) |
2,872,273 | (L) |
5,088,658 | (5,146,950 | ) (LL) |
92,928 | ||||||||||||||||||
Accumulated other comprehensive income (loss) |
(267 | ) | — | — | — | — | — | (267 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total shareholders’ equity |
1,539,342 |
2,083,199 |
195,706 |
2,872,273 |
5,151,178 |
(3,649,797 |
) |
3,040,723 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total liabilities and equity |
$ |
2,094,629 |
$ |
3,636,139 |
$ |
153,403 |
$ |
2,996,518 |
$ |
6,786,060 |
$ |
(3,565,838 |
) |
$ |
5,314,851 |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preliminary purchase price consideration |
||||
Maersk Drilling Shares issued and outstanding as of December 10, 2021 |
41,291 | |||
Fixed exchange ratio |
1.6137 | |||
|
|
|||
Number of Topco Shares issued |
66,631 | |||
Noble Share price for seven trailing days ended December 10, 2021 |
$ | 23.34 | ||
|
|
|||
Preliminary purchase price paid for Maersk Drilling Shares |
$ | 1,554,879 | ||
Fair value of replacement Maersk Drilling RSU Awards attributable to the purchase price |
3,776 | |||
|
|
|||
Total preliminary purchase price consideration |
$ | 1,558,655 | ||
|
|
Estimated Fair Value |
||||
Total current assets |
$ | 886,862 | ||
Property and equipment, net |
2,264,797 | |||
Other noncurrent assets |
32,507 | |||
|
|
|||
Total assets acquired |
3,184,166 | |||
|
|
|||
Total current liabilities |
475,554 | |||
Long-term debt |
952,152 | |||
Deferred income taxes |
14,910 | |||
Other liabilities |
276,225 | |||
|
|
|||
Total liabilities assumed |
1,718,841 | |||
|
|
|||
Net assets acquired |
1,465,325 | |||
Goodwill |
93,330 | |||
|
|
|||
Total preliminary purchase price consideration |
$ | 1,558,655 | ||
|
|
Noble Reorganization |
||||||||||||||||||||||||||||||||
Noble Predecessor Historical Period From January 1, 2021 through February 5, 2021 |
Noble Successor Historical Period From February 6, 2021 through September 30, 2021 |
Nine Months Ended September 30, 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 | $ | 515,680 | $ | 589,731 | $ | — | $ | (5,210 | )(c) | $ | 584,521 | $ | — | $ | 584,521 | |||||||||||||||
Reimbursables and other |
3,430 | 46,467 | 49,897 | — | — | 49,897 | — | 49,897 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
77,481 | 562,147 | 639,628 | — | (5,210 | ) | 634,418 | — | 634,418 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating costs and expense |
||||||||||||||||||||||||||||||||
Contract drilling services |
46,965 | 456,853 | 503,818 | 920 | (a) | — | 504,738 | — | 504,738 | |||||||||||||||||||||||
Reimbursables |
2,737 | 41,577 | 44,314 | — | — | 44,314 | — | 44,314 | ||||||||||||||||||||||||
Depreciation and amortization |
20,622 | 64,831 | 85,453 | — | (11,123 | )(d) | 74,330 | — | 74,330 | |||||||||||||||||||||||
General and administrative |
5,727 | 47,939 | 53,666 | 803 | (a) | — | 54,469 | — | 54,469 | |||||||||||||||||||||||
Merger and integration costs |
— | 13,786 | 13,786 | — | — | 13,786 | — | 13,786 | ||||||||||||||||||||||||
Transaction costs on sale of operating assets |
— | 3,146 | 3,146 | — | — | 3,146 | — | 3,146 | ||||||||||||||||||||||||
Hurricane losses |
— | 10,441 | 10,441 | — | — | 10,441 | — | 10,441 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
76,051 | 638,573 | 714,624 | 1,723 | (11,123 | ) | 705,224 | — | 705,224 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating income (loss) |
1,430 | (76,426 | ) | (74,996 | ) | (1,723 | ) | 5,913 | (70,806 | ) | — | (70,806 | ) | |||||||||||||||||||
Other income (expense) |
||||||||||||||||||||||||||||||||
Interest expense, net of amounts capitalized |
(229 | ) | (23,628 | ) | (23,857 | ) | (3,518 | )(b) | — | (27,375 | ) | — | (27,375 | ) | ||||||||||||||||||
Gain on extinguishment of debt, net |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Interest income and other, net |
399 | 7,490 | 7,889 | — | — | 7,889 | — | 7,889 | ||||||||||||||||||||||||
Reorganization items, net |
252,051 | — | 252,051 | — | — | 252,051 | (252,051 | )(l) | — | |||||||||||||||||||||||
Gain on bargain purchase |
— | 64,479 | 64,479 | — | — | 64,479 | — | 64,479 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Income (loss) from continuing operations before income taxes |
253,651 | (28,085 | ) | 225,566 | (5,241 | ) | 5,913 | 226,238 | (252,051 | ) | (25,813 | ) | ||||||||||||||||||||
Income tax benefit (provision) |
(3,423 | ) | 6,631 | 3,208 | 353 | (e) | 1,094 | (e) | 4,655 | — | 4,655 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income (loss) |
$ | 250,228 | $ | (21,454 | ) | $ | 228,774 | $ | (4,888 | ) | $ | 7,007 | $ | 230,893 | $ | (252,051 | ) | $ | (21,158 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Basic net income (loss) per share |
$ | 1.00 | $ | (0.35 | ) | $ | (0.42 | ) | ||||||||||||||||||||||||
Diluted net income (loss) per share |
$ | 0.98 | $ | (0.35 | ) | $ | (0.42 | ) | ||||||||||||||||||||||||
Weighted average shares outstanding |
||||||||||||||||||||||||||||||||
Basic |
251,115 | 61,847 | 50,000 | |||||||||||||||||||||||||||||
Diluted |
256,571 | 61,847 | 50,000 |
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 |
$ | 584,521 | $ | 30,893 | $ | — | $ | 615,414 | $ | (74,278 | )(m) | $ | 541,136 | |||||||||||
Reimbursables and other |
49,897 | 1,791 | — | 51,688 | (1,223 | )(m) | 50,465 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
634,418 | 32,684 | — | 667,102 | (75,501 | ) | 591,601 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating costs and expense |
||||||||||||||||||||||||
Contract drilling services |
504,738 | 43,586 | 2,108 | (f) | 550,432 | (49,139 | )(m) | 501,293 | ||||||||||||||||
Reimbursables |
44,314 | 1,090 | — | 45,404 | (477 | )(m) | 44,927 | |||||||||||||||||
Depreciation and amortization |
74,330 | 12,026 | (7,656 | )(g) | 78,700 | (7,578 | )(m) | 71,122 | ||||||||||||||||
General and administrative |
54,469 | 25,441 | — | 79,910 | — | 79,910 | ||||||||||||||||||
Merger and integration costs |
13,786 | — | — | 13,786 | — | 13,786 | ||||||||||||||||||
Transaction costs on sale of operating assets |
3,146 | — | — | 3,146 | — | 3,146 | ||||||||||||||||||
Hurricane losses |
10,441 | — | — | 10,441 | — | 10,441 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
705,224 | 82,143 | (5,548 | ) | 781,819 | (57,194 | ) | 724,625 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income (loss) |
(70,806 | ) | (49,459 | ) | 5,548 | (114,717 | ) | (18,307 | ) | (133,024 | ) | |||||||||||||
Other income (expense) |
||||||||||||||||||||||||
Interest expense, net of amounts capitalized |
(27,375 | ) | (371 | ) | 371 | (h) | (27,375 | ) | 8,965 | (m)(n) | (18,410 | ) | ||||||||||||
Gain on extinguishment of debt, net |
— | (2,664 | ) | — | (2,664 | ) | — | (2,664 | ) | |||||||||||||||
Interest income and other, net |
7,889 | (25 | ) | — | 7,864 | — | 7,864 | |||||||||||||||||
Reorganization items, net |
— | — | — | — | — | — | ||||||||||||||||||
Gain on bargain purchase |
64,479 | — | (64,479 | )(i) | — | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income (loss) from continuing operations before income taxes |
(25,813 | ) | (52,519 | ) | (58,560 | ) | (136,892 | ) | (9,342 | ) | (146,234 | ) | ||||||||||||
Income tax benefit (provision) |
4,655 | (263 | ) | (8 | )(j) | 4,384 | 1,110 | (m)(o) | 5,494 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss) |
$ | (21,158 | ) | $ | (52,782 | ) | $ | (58,568 | ) | $ | (132,508 | ) | $ | (8,232 | ) | $ | (140,740 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic net income (loss) per share |
$ | (0.42 | ) | $ | (2.11 | ) | ||||||||||||||||||
Diluted net income (loss) per share |
$ | (0.42 | ) | $ | (2.11 | ) | ||||||||||||||||||
Weighted average shares outstanding |
||||||||||||||||||||||||
Basic |
50,000 | 16,600 | (k) | 66,600 | ||||||||||||||||||||
Diluted |
50,000 | 16,600 | (k) | 66,600 |
(a) |
Stock based compensation |
(b) |
Interest expense |
Nine Months Ended September 30, 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 |
||
|
|
(c) |
Amortization of favorable contract |
(d) |
Depreciation and amortization |
Nine Months Ended September 30, 2021 |
||||
Removal of Predecessor depreciation expense |
$ | (20,622 | ) | |
Pro forma depreciation expense |
9,499 | |||
|
|
|||
Pro forma adjustment for depreciation and amortization |
$ |
(11,123 |
) | |
|
|
(e) |
Income tax |
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 | ) |
(f) |
Contract drilling services |
(g) |
Depreciation and amortization |
Nine Months Ended September 30, 2021 |
||||
Removal of historical depreciation expense |
$ | (12,026 | ) | |
Pro forma depreciation expense |
4,370 | |||
|
|
|||
Pro forma adjustment for depreciation and amortization |
$ |
(7,656 |
) | |
|
|
(h) |
Interest expense |
(i) |
Bargain purchase gain |
(j) |
Income tax |
(k) |
Weighted average shares outstanding |
Nine Months Ended September 30, 2021 |
||||
Basic: |
||||
Noble Shares issued on the effective date of Noble Reorganization |
50,000 | |||
Incremental Noble Shares issued for the Pacific Drilling Merger |
16,600 | |||
|
|
|||
Pro forma weighted average shares |
66,600 | |||
|
|
|||
Diluted (1): |
||||
Noble Shares issued on the effective date of Noble Reorganization |
50,000 | |||
Incremental Noble Shares issued for the Pacific Drilling Merger |
16,600 | |||
|
|
|||
Pro forma weighted average shares |
66,600 | |||
|
|
(1) | The diluted pro forma share count excludes potential dilutive instruments, such as Noble’s in-the-money warrants and unvested stock-based compensation, because they are anti-dilutive due to the net loss position. |
(l) |
Reorganization items |
(m) |
Noble Saudi rigs historical activity |
(n) |
Interest expense |
(o) |
Income tax |
Noble Reorganization |
||||||||||||||||||||||||
Noble Predecessor Historical |
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 |
$ | 909,236 | $ | — | $ | (58,373 | )(ee) | $ | 850,863 | $ | — | $ | 850,863 | |||||||||||
Reimbursables and other |
55,036 | — | — | 55,036 | — | 55,036 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
964,272 | — | (58,373 | ) | 905,899 | — | 905,899 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating costs and expense |
||||||||||||||||||||||||
Contract drilling services |
567,487 | 3,708 | (aa)(dd) | — | 571,195 | — | 571,195 | |||||||||||||||||
Reimbursables |
48,188 | — | — | 48,188 | — | 48,188 | ||||||||||||||||||
Depreciation and amortization |
374,129 | — | (279,161 | )(ff) | 94,968 | — | 94,968 | |||||||||||||||||
General and administrative |
121,196 | 4,520 | (aa) | — | 125,716 | — | 125,716 | |||||||||||||||||
Pre-petition charges |
14,409 | — | — | 14,409 | — | 14,409 | ||||||||||||||||||
Loss on impairment |
3,915,408 | — | — | 3,915,408 | — | 3,915,408 | ||||||||||||||||||
Gain on sale of operating assets, net |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
5,040,817 | 8,228 | (279,161 | ) | 4,769,884 | — | 4,769,884 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income (loss) |
(4,076,545 | ) | (8,228 | ) | 220,788 | (3,863,985 | ) | — | (3,863,985 | ) | ||||||||||||||
Other income (expense) |
||||||||||||||||||||||||
Interest expense, net of amounts capitalized |
(164,653 | ) | 126,035 | (bb) | — | (38,618 | ) | — | (38,618 | ) | ||||||||||||||
Gain on extinguishment of debt, net |
17,254 | — | — | 17,254 | — | 17,254 | ||||||||||||||||||
Interest income and other, net |
9,012 | — | — | 9,012 | — | 9,012 | ||||||||||||||||||
Reorganization items, net |
(23,930 | ) | 2,590,514 | (cc) | (2,312,902 | )(hh) | 253,682 | (253,682 | )(pp) | — | ||||||||||||||
Gain on bargain purchase |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income (loss) from continuing operations before income taxes |
(4,238,862 | ) | 2,708,321 | (2,092,114 | ) | (3,622,655 | ) | (253,682 | ) | (3,876,337 | ) | |||||||||||||
Income tax benefit (provision) |
260,403 | 17,281 | (gg) | (17,376 | )(gg) | 260,308 | — | 260,308 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss) |
$ | (3,978,459 | ) | $ | 2,725,602 | $ | (2,109,490 | ) | $ | (3,362,347 | ) | $ | (253,682 | ) | $ | (3,616,029 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic net loss per share |
$ | (15.86 | ) | $ | (72.32 | ) | ||||||||||||||||||
Diluted net loss per share |
$ | (15.86 | ) | $ | (72.32 | ) | ||||||||||||||||||
Weighted average shares outstanding |
||||||||||||||||||||||||
Basic |
250,792 | 50,000 | ||||||||||||||||||||||
Diluted |
250,792 | 50,000 |
Pacific Drilling Merger |
||||||||||||||||||||||||||||||||||||||||||||
Noble Post- reorganization Pro Forma |
Pacific Predecessor Historical |
Pacific Drilling Merger Transaction Accounting Adjustments |
Removal of Pacific Reorganization items, net |
Noble / Pacific Pro Forma Combined |
Noble Rig Disposal Transaction Accounting Adjustments |
Noble Pro Forma |
||||||||||||||||||||||||||||||||||||||
Operating revenues |
||||||||||||||||||||||||||||||||||||||||||||
Contract drilling services |
$ | 850,863 | $ | 181,368 | $ | — | $ | — | $ | 1,032,231 | $ | (128,697 | ) | (qq) | $ | 903,534 | ||||||||||||||||||||||||||||
Reimbursables and other |
55,036 | 16,569 | — | — | 71,605 | (1,358 | ) | (qq) | 70,247 | |||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
905,899 | 197,937 | — | — | 1,103,836 | (130,055 | ) | 973,781 | |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Operating costs and expense |
||||||||||||||||||||||||||||||||||||||||||||
Contract drilling services |
571,195 | 226,611 | (2,147 | ) | (ii)(kk) | — | 795,659 | (65,316 | ) | (qq) | 730,343 | |||||||||||||||||||||||||||||||||
Reimbursables |
48,188 | 12,529 | — | — | 60,717 | (561 | ) | (qq) | 60,156 | |||||||||||||||||||||||||||||||||||
Depreciation and amortization |
94,968 | 110,567 | (95,333 | ) | (jj) | — | 110,202 | (42,406 | ) | (qq) | 67,796 | |||||||||||||||||||||||||||||||||
General and administrative |
125,716 | 46,161 | (7,322 | ) | (kk) | — | 164,555 | — | 164,555 | |||||||||||||||||||||||||||||||||||
Pre-petition charges |
14,409 | 21,219 | — | — | 35,628 | — | 35,628 | |||||||||||||||||||||||||||||||||||||
Loss on impairment |
3,915,408 | — | — | — | 3,915,408 | — | 3,915,408 | |||||||||||||||||||||||||||||||||||||
Gain on sale of operating assets, net |
— | — | — | — | — | (189,349 | ) | (rr) | (189,349 | ) | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
4,769,884 | 417,087 | (104,802 | ) | — | 5,082,169 | (297,632 | ) | 4,784,537 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Operating income (loss) |
(3,863,985 | ) | (219,150 | ) | 104,802 | — | (3,978,333 | ) | 167,577 | (3,810,756 | ) | |||||||||||||||||||||||||||||||||
Other income (expense) |
||||||||||||||||||||||||||||||||||||||||||||
Interest expense, net of amounts capitalized |
(38,618 | ) | (87,642 | ) | 87,642 | (ll) | — | (38,618 | ) | 11,746 | (qq)(ss) | (26,872 | ) | |||||||||||||||||||||||||||||||
Gain on extinguishment of debt, net |
17,254 | (1,000 | ) | — | — | 16,254 | — | 16,254 | ||||||||||||||||||||||||||||||||||||
Interest income and other, net |
9,012 | 5,592 | — | — | 14,604 | — | 14,604 | |||||||||||||||||||||||||||||||||||||
Reorganization items, net |
— | (767,049 | ) | — | 767,049 | (pp | ) | — | — | — | ||||||||||||||||||||||||||||||||||
Gain on bargain purchase |
— | — | 64,479 | (mm) | — | 64,479 | — | 64,479 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Income (loss) from continuing operations before income taxes |
(3,876,337 | ) | (1,069,249 | ) | 256,923 | 767,049 | (3,921,614 | ) | 179,323 | (3,742,291 | ) | |||||||||||||||||||||||||||||||||
Income tax benefit (provision) |
260,308 | (8,367 | ) | (2,574 | ) | (nn) | — | 249,367 | (14,193 | ) | (tt) | 235,174 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Net income (loss) |
$ | (3,616,029 | ) | $ | (1,077,616 | ) | $ | 254,349 | $ | 767,049 | $ | (3,672,247 | ) | $ | 165,130 | $ | (3,507,117 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Basic net loss per share |
$ | (72.32 | ) | $ | (52.66 | ) | ||||||||||||||||||||||||||||||||||||||
Diluted net loss per share |
$ | (72.32 | ) | $ | (52.66 | ) | ||||||||||||||||||||||||||||||||||||||
Weighted average shares outstanding |
||||||||||||||||||||||||||||||||||||||||||||
Basic |
50,000 | 16,600 | (oo) | 66,600 | ||||||||||||||||||||||||||||||||||||||||
Diluted |
50,000 | 16,600 | (oo) | 66,600 |
Twelve Months Ended December 31, 2020 |
||||
Reversal of Predecessor interest expense including amortization of deferred financing costs |
$ | (164,421 | ) | |
Pro forma interest on the Successor Revolving Credit Facility and Notes |
35,497 | |||
Amortization of Successor deferred financing costs |
2,889 | |||
|
|
|||
Pro forma adjustment for interest expense |
$ |
(126,035 |
) | |
|
|
Twelve Months Ended December 31, 2020 |
||||
Acceleration of unrecognized Predecessor share-based compensation |
$ | (18,546 | ) | |
Gain on settlement of liabilities subject to compromise |
2,609,060 | |||
|
|
|||
Pro forma adjustment to reorganization items, net |
$ |
2,590,514 |
||
|
|
(dd) |
Contract drilling services |
(ee) |
Revenue |
(ff) |
Depreciation and amortization |
Twelve Months Ended December 31, 2020 |
||||
Removal of Predecessor depreciation expense |
$ | (374,129 | ) | |
Pro forma depreciation expense |
94,968 | |||
|
|
|||
Pro forma adjustment for depreciation and amortization |
$ |
(279,161 |
) | |
|
|
(gg) |
Income tax |
(hh) |
Impact of fresh start accounting |
Financial Statement Line Item |
Pacific Historical Presentation |
Pacific Historical as Presented |
||||||
Contract drilling services |
$ | 16,569 | $ | — | ||||
Reimbursables and other |
— | 16,569 | ||||||
Operating expense |
242,214 | — | ||||||
Contract drilling services (expense) |
— | 226,611 | ||||||
Reimbursables |
— | 12,529 | ||||||
Depreciation and amortization |
— | 3,074 | ||||||
Other expense |
(423 | ) | — | |||||
Interest income and other, net |
— | (423 | ) | |||||
Write-off of deferred financing costs |
4,448 | — | ||||||
Interest income and other, net |
— | 4,448 |
(ii) |
Contract drilling services |
(jj) |
Depreciation and amortization |
Twelve Months Ended December 31, 2020 |
||||
Removal of historical depreciation expense |
$ | (110,567 | ) | |
Pro forma depreciation expense |
15,234 | |||
|
|
|||
Pro forma adjustment for depreciation and amortization |
$ |
(95,333 |
) | |
|
|
(kk) |
Stock based compensation |
(ll) |
Interest expense |
(nn) |
Income Tax |
(oo) |
Weighted average shares outstanding |
Twelve Months Ended December 31, 2020 |
||||
Basic: |
||||
Noble Shares issued on the effective date of Noble Reorganization |
50,000 | |||
Incremental Noble Shares issued for the Pacific Drilling Merger |
16,600 | |||
|
|
|||
Pro forma weighted average shares |
66,600 | |||
|
|
|||
Diluted (1): |
||||
Noble Shares issued on the effective date of Noble Reorganization |
50,000 | |||
Incremental Noble Shares issued for the Pacific Drilling Merger |
16,600 | |||
|
|
|||
Pro forma weighted average shares |
66,600 | |||
|
|
(1) | The diluted pro forma share count excludes potential dilutive instruments, such as Noble’s in-the-money warrants and unvested stock-based compensation, because they are anti-dilutive due to the net loss position. |
(pp) |
Reorganization items |
(qq) |
Noble Saudi rigs historical activity |
(rr) |
Gain on sale of Noble Saudi rigs |
(ss) |
Interest expense |
(tt) |
Income tax |
Noble Successor Historical |
Noble Rig Disposal Transaction Accounting Adjustments |
Noble Pro Forma |
||||||||||||||
Current assets |
||||||||||||||||
Cash and cash equivalents |
$ | 112,225 | $ | 88,500 | (aaa | ) | $ | 200,725 | ||||||||
Accounts receivable, net |
227,644 | — | 227,644 | |||||||||||||
Taxes receivable |
29,565 | — | 29,565 | |||||||||||||
Prepaid expenses and other current assets |
51,476 | — | 51,476 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total current assets |
420,910 | 88,500 | 509,410 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Intangible assets |
76,262 | — | 76,262 | |||||||||||||
Property and equipment, at cost |
1,518,663 | — | 1,518,663 | |||||||||||||
Accumulated depreciation |
(56,588 | ) | — | (56,588 | ) | |||||||||||
|
|
|
|
|
|
|||||||||||
Property and equipment, net |
1,462,075 | — | 1,462,075 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Property and equipment held for sale |
88,639 | (88,639 | ) | (bbb | ) | — | ||||||||||
Other assets |
46,882 | — | 46,882 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total assets |
$ |
2,094,768 |
$ |
(139 |
) |
$ |
2,094,629 |
|||||||||
|
|
|
|
|
|
|||||||||||
Current liabilities |
||||||||||||||||
Accounts payable |
$ | 106,429 | $ | — | $ | 106,429 | ||||||||||
Accrued payroll and related costs |
56,442 | — | 56,442 | |||||||||||||
Taxes payable |
39,312 | — | 39,312 | |||||||||||||
Interest payable |
4,293 | — | 4,293 | |||||||||||||
Other current liabilities |
35,031 | — | 35,031 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total current liabilities |
241,507 | — | 241,507 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Long-term debt |
406,000 | (190,000 | ) | (ccc | ) | 216,000 | ||||||||||
Deferred income taxes |
13,568 | — | 13,568 | |||||||||||||
Other liabilities |
67,025 | 17,187 | (ddd | ) | 84,212 | |||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities |
728,100 |
(172,813 |
) |
555,287 |
||||||||||||
|
|
|
|
|
|
|||||||||||
Shareholders’ equity |
||||||||||||||||
Common stock |
1 | — | 1 | |||||||||||||
Additional paid-in-capital |
1,388,388 | — | 1,388,388 | |||||||||||||
Retained earnings (accumulated deficit) |
(21,454 | ) | 172,674 | (eee | ) | 151,220 | ||||||||||
Accumulated other comprehensive income (loss) |
(267 | ) | — | (267 | ) | |||||||||||
|
|
|
|
|
|
|||||||||||
Total shareholders’ equity |
1,366,668 | 172,674 | 1,539,342 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities and equity |
$ |
2,094,768 |
$ |
(139 |
) |
$ |
2,094,629 |
|||||||||
|
|
|
|
|
|
(aaa) |
Cash and cash equivalents |
(bbb) |
Property and equipment held for sale |
(ccc) |
Long-term debt |
(ddd) |
Other liabilities |
(eee) |
Retained earnings (accumulated deficit) |
Financial Statement Line Item |
Maersk Drilling Historical Presentation |
Maersk Drilling Historical as Presented |
||||||
Revenue |
$ | 946,395 | $ | — | ||||
Contract drilling services (revenue) |
— | 946,395 | ||||||
Cost of sales |
(669,133 | ) | — | |||||
Contract drilling services (expense) |
— | 627,747 | ||||||
General and administrative |
— | 56,386 | ||||||
Reimbursables |
— | 8,000 | ||||||
Reimbursables and other |
— | 23,000 | ||||||
Impairment losses/reversals |
11,035 | — | ||||||
Contract drilling services (expense) |
— | (11,035 | ) | |||||
Gain/loss on sale of non-current assets |
17,543 | — | ||||||
Contract drilling services (expense) |
— | (17,543 | ) | |||||
Share of results in joint ventures |
(1,178 | ) | — | |||||
Interest income and other, net |
— | (1,178 | ) | |||||
Financial expenses, net |
(45,612 | ) | — | |||||
Interest expense, net of amounts capitalized |
— | (46,438 | ) | |||||
Interest income and other, net |
— | 826 | ||||||
Tax |
(18,403 | ) | — | |||||
Income tax benefit (provision) |
— | (18,403 | ) |
Financial Statement Line Item |
Maersk Drilling Historical Presentation |
Maersk Drilling Historical as Presented |
||||||
Revenue |
$ | 1,096,207 | $ | — | ||||
Contract drilling services (revenue) |
— | 1,096,207 | ||||||
Cost of sales |
(807,008 | ) | — | |||||
Contract drilling services (expense) |
— | 739,608 | ||||||
General and administrative |
— | 75,400 | ||||||
Reimbursables |
— | 11,000 | ||||||
Reimbursables and other |
— | 19,000 | ||||||
Impairment losses/reversals |
(1,579,847 | ) | — | |||||
Loss on impairment |
— | 1,579,847 | ||||||
Gain/loss on sale of non-current assets |
(2,811 | ) | — | |||||
Contract drilling services (expense) |
— | 2,811 | ||||||
Share of results in joint ventures |
(1,297 | ) | — | |||||
Interest income and other, net |
— | (1,297 | ) | |||||
Financial expenses, net |
(71,736 | ) | — | |||||
Interest expense, net of amounts capitalized |
— | (70,269 | ) | |||||
Interest income and other, net |
— | (1,467 | ) | |||||
Tax |
41,346 | — | ||||||
Income tax benefit (provision) |
— | 41,346 |
Financial Statement Line Item |
Maersk Drilling Historical Presentation |
Maersk Drilling Historical as Presented |
||||||
Cash and bank balances |
$ | 227,054 | $ | — | ||||
Cash and cash equivalents |
— | 221,456 | ||||||
Prepaid expenses and other current assets |
— | 5,598 | ||||||
Trade receivables |
260,232 | — | ||||||
Accounts receivable, net |
— | 260,232 | ||||||
Other receivables |
57,645 | — | ||||||
Prepaid expenses and other current assets |
— | 4,093 | ||||||
Taxes receivable |
— | 18,760 | ||||||
Accounts receivable, net |
— | 34,792 | ||||||
Prepayments |
58,789 | — | ||||||
Prepaid expenses and other current assets |
— | 58,789 | ||||||
Right-of-use |
24,857 | — | ||||||
Other assets |
— | 24,857 | ||||||
Deferred tax (asset) |
18,212 | |||||||
Other assets |
— | 18,212 | ||||||
Property, plant and equipment |
2,811,852 | — | ||||||
Property and equipment, at cost |
— | 9,442,553 | ||||||
Accumulated depreciation |
— | (6,630,701 | ) | |||||
Intangible assets |
12,318 | — | ||||||
Property and equipment, at cost |
— | 7,797 | ||||||
Prepaid expenses and other current assets |
— | 4,521 | ||||||
Financial non-current assets, etc. |
4,991 | — | ||||||
Other assets |
— | 4,991 | ||||||
Trade payables |
171,405 | — | ||||||
Accounts payable |
— | 146,362 | ||||||
Accrued payroll and related costs |
— | 25,043 | ||||||
Deferred income |
38,356 | — | ||||||
Other current liabilities |
— | 38,356 | ||||||
Provisions (current) |
3,588 | — | ||||||
Other current liabilities |
— | 3,588 | ||||||
Borrowings, current |
136,507 | — | ||||||
Current maturities of long-term debt |
— | 130,084 | ||||||
Other current liabilities |
— | 6,423 | ||||||
Other payables |
54,243 | — | ||||||
Other current liabilities |
— | 45,045 | ||||||
Taxes payable |
— | 8,600 | ||||||
Interest payable |
— | 598 | ||||||
Taxes payable |
54,200 | — | ||||||
Other liabilities |
— | 54,200 | ||||||
Borrowings, non-current |
1,038,634 | — | ||||||
Long-term debt |
— | 1,018,415 | ||||||
Other liabilities |
— | 20,219 | ||||||
Provisions (non-current) |
4,897 | — | ||||||
Other liabilities |
— | 4,897 |
Financial Statement Line Item |
Maersk Drilling Historical Presentation |
Maersk Drilling Historical as Presented |
||||||
Deferred tax (liability) |
15,408 | — | ||||||
Deferred income taxes |
— | 15,408 | ||||||
Derivatives (non-current) |
22,034 | — | ||||||
Other liabilities |
— | 22,034 | ||||||
Share capital |
62,520 | — | ||||||
Common stock |
— | 62,520 | ||||||
Reserves and retained earnings |
2,020,679 | — | ||||||
Retained earnings (accumulated deficit) |
— | 2,020,679 |
(A) |
Maersk Drilling Inspirer rig historical activity |
(B) |
Gain on sale of Maersk Drilling Inspirer rig |
(C) |
Interest expense |
(D) |
Income tax |
(E) |
Cash and cash equivalents |
(F) |
Asset held for sale |
(G) |
Long-term debt |
(H) |
Tax payable and deferred taxes |
(I) |
Retained earnings (accumulated deficit) |
(J) |
Leases |
Nine Months Ended September 30, 2021 |
Twelve Months Ended December 31, 2020 |
|||||||
Elimination of Maersk Drilling’s historical interest on lease liabilities |
$ | 834 | $ | 1,216 | ||||
Elimination of Maersk Drilling’s historical depreciation on right-of-use |
(4,929 | ) | (7,063 | ) | ||||
Reclassification of amounts to general and administrative expense |
2,099 | 2,752 | ||||||
Reclassification of amounts to contract drilling services expense |
3,664 | 5,527 |
(K) |
Special items |
Nine Months Ended September 30, 2021 |
Twelve Months Ended December 31, 2020 |
|||||||
Special items reclassified to general and administrative expense |
$ | — | $ | 1,773 | ||||
Special items reclassified to contract drilling services expense |
13,588 | 39,838 | ||||||
|
|
|
|
|||||
Total Maersk Drilling special items |
$ | 13,588 | $ | 41,611 | ||||
|
|
|
|
(L) |
Impairment of property and equipment |
As of September 30, 2021 |
||||
Pro forma Condensed Combined Balance Sheet |
||||
Increase to carrying amount of property and equipment |
$ | 3,751,931 | ||
Increase to accumulated depreciation |
(746,147 | ) | ||
Decrease to deferred income tax assets |
(9,266 | ) | ||
Increase to deferred income tax liabilities |
74,512 |
Nine Months Ended September 30, 2021 |
Twelve Months Ended December 31, 2020 |
|||||||
Pro forma Condensed Combined Statements of Operations |
||||||||
Increase to depreciation expense |
$ | 165,704 | $ | 182,249 | ||||
Eliminate historical impairment reversals |
— | 16,337 | ||||||
Remove historical impairment losses that would not have incurred under U.S. GAAP impairment model |
— | (1,524,220 | ) | |||||
Cumulative adjustment to income tax benefit (provision) |
8,135 | (16,774 | ) |
(M) |
Income Taxes |
(AA) |
Depreciation and amortization |
Nine Months Ended September 30, 2021 |
Twelve Months Ended December 31, 2020 |
|||||||
Removal of historical depreciation expense |
$ | (320,626 | ) | $ | (454,335 | ) | ||
Pro forma depreciation expense |
62,873 | 83,831 | ||||||
|
|
|
|
|||||
Pro forma adjustment for depreciation and amortization |
$ |
(257,753 |
) |
$ |
(370,504 |
) | ||
|
|
|
|
(BB) |
General and administrative |
(i) | the incremental estimated transaction costs to be incurred directly in connection with the Business Combination, consisting primarily of legal and professional fees. Approximately $14.7 million and $30.0 million of estimated transaction costs are expected to be incurred subsequent to September 30, 2021 by Noble and Maersk Drilling, respectively, and such costs are reflected in the pro forma statement of operations for the twelve months ended December 31, 2020. For the nine months ended September 30, 2021, $0.8 million of transaction costs were incurred by Noble and none by Maersk Drilling. The costs above are not expected to recur any period beyond twelve months from the close of the Business Combination. For the twelve months ended December 31, 2020, no transaction costs related to the Business Combination were incurred by Noble or Maersk Drilling; |
(ii) | stock-based compensation expense of $2.1 million due to the accelerated vesting of Noble RSU Awards held by Noble’s non-employee directors in connection with the Business Combination; and |
(iii) | estimated expense of $11.5 million related to the cash-based bonus expected to be paid to executive officers and certain other employees of Maersk Drilling upon completion of the Business Combination. This estimate is preliminary and subject to change based on statutory and other legal contingency matters. |
(CC) |
Weighted average shares outstanding and loss per share |
Assuming no Cash Consideration Election |
||||||||
Nine Months Ended September 30, 2021 |
Twelve Months Ended December 31, 2020 |
|||||||
Numerator |
||||||||
Net loss |
$ | (3,821 | ) | $ | (3,354,144 | ) | ||
|
|
|
|
|||||
Denominator |
||||||||
Basic and diluted shares: |
||||||||
Topco Shares converted from Noble Shares |
60,168 | 60,168 | ||||||
Topco Shares converted from vested Noble RSUs |
79 | 79 | ||||||
Topco Shares converted from Noble Penny Warrants |
6,463 | 6,463 | ||||||
Topco Shares converted from Maersk Drilling Shares |
66,631 | 66,631 | ||||||
|
|
|
|
|||||
Pro forma weighted average shares outstanding, basic and diluted |
133,341 | 133,341 | ||||||
|
|
|
|
|||||
Net loss per share, basic and diluted |
$ | (0.03 | ) | $ | (25.15 | ) |
(DD) |
Interest expense |
(EE) |
Taxes |
(FF) |
Cash and cash equivalents |
(GG) |
Deferred costs |
(HH) |
Goodwill |
(II) |
Property and equipment, net |
(JJ) |
Long-term debt |
(KK) |
Taxes |
(LL) |
Equity |
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 |
$ | 1,554,878 | ||
Add: Fair value of replacement Maersk Drilling RSU Awards attributable to the purchase price |
3,776 | |||
Add: Unrecognized compensation costs for vested equity settled Noble non-employee director RSUs |
1,018 | |||
|
|
|||
Pro forma adjustment |
$ | 1,559,672 | ||
|
|
|||
Retained earnings: |
||||
Remove Maersk Drilling balance |
$ | (5,088,658 | ) | |
Subtract: Estimated transaction costs for Business Combination. See adjustment (BB) |
(44,669 | ) | ||
Subtract: Unrecognized compensation costs for vested cash settled Noble non-employee director RSUs |
(2,123 | ) | ||
Subtract: Estimated Maersk Drilling cash-based transaction bonus |
(11,500 | ) | ||
|
|
|||
Pro forma adjustment |
$ | (5,146,950 | ) | |
|
|
Assuming 80% of Maersk Drilling Shares are acquired |
Nine Months Ended September 30, 2021 |
Twelve Months Ended December 31, 2020 |
||||||
Numerator |
||||||||
Net loss |
$ | (3,821 | ) | $ | (3,354,144 | ) | ||
Net income attributable to noncontrolling interest (1) |
27,384 | 30,595 | ||||||
|
|
|
|
|||||
Net loss attributable to Topco shareholders |
$ | (31,205 | ) | $ | (3,384,739 | ) | ||
|
|
|
|
|||||
Denominator |
||||||||
Pro forma weighted average shares outstanding, basic and diluted, assuming 100% of Maersk Drilling Shares are acquired (2) |
133,341 | 133,341 | ||||||
Less: 20% of Maersk Drilling Shares not acquired |
(13,326 | ) | (13,326 | ) | ||||
|
|
|
|
|||||
Pro forma weighted average shares outstanding, basic and diluted, assuming 80% of Maersk Drilling Shares are acquired |
120,015 | 120,015 | ||||||
|
|
|
|
|||||
Loss per share, basic and diluted |
$ | (0.26 | ) | $ | (28.20 | ) |
(1) | Net income (loss) attributable to noncontrolling interest on a pro forma basis is calculated by applying 20% of noncontrolling interest ownership to Maersk Drilling pro forma net income determined as follows: |
Nine Months Ended September 30, 2021 |
Twelve Months Ended December 31, 2020 |
|||||||
Maersk Drilling Historical Adjusted (U.S. GAAP) |
$ | (100,811 | ) | $ | (136,566 | ) | ||
Business Combination Transaction Accounting Adjustments (Note 9) |
237,730 | 289,539 | ||||||
|
|
|
|
|||||
Maersk Drilling pro forma net income |
$ | 136,919 | $ | 152,973 | ||||
|
|
|
|
|||||
Noncontrolling interest ownership percentage |
20 | % | 20 | % | ||||
|
|
|
|
|||||
Net income attributable to noncontrolling interest |
$ | 27,384 | $ | 30,595 | ||||
|
|
|
|
(2) | The diluted pro forma share count excludes potential dilutive instruments, such as Noble’s in-the-money warrants and unvested stock-based compensation, because they are anti-dilutive due to the net loss position. |
• | Noble Parent appointed five new members to the Board to replace all of the directors who had served on the board of directors of Legacy Noble, other than the director also serving as President and Chief Executive Officer, who was appointed to the Board pursuant to the Plan; |
• | Noble Parent terminated and cancelled all common stock and equity-based awards of Legacy Noble that were outstanding immediately prior to the Effective Date; |
• | Noble Parent transferred 31.7 million Ordinary Shares with a nominal value of $0.00001 per share to holders of the Guaranteed Notes in cancellation of the Guaranteed Notes; |
• | Noble Parent transferred 2.1 million Ordinary Shares, approximately 8.3 million seven-year warrants with Black-Scholes protection (the “Tranche 1 Warrants”) with an exercise price of $19.27 and approximately 8.3 million seven-year warrants with Black-Scholes protection (the “Tranche 2 Warrants”) with an exercise price of $23.13 to holders of the Legacy Notes in cancellation of the Legacy Notes; |
• | Noble Parent issued approximately 7.7 million Ordinary Shares and Notes to participants in the Rights Offering at an aggregate subscription price of $200 million; |
• | Noble Parent issued approximately 5.6 million Ordinary Shares to the Backstop Parties as Holdback Securities (as defined in the Backstop Commitment Agreement); |
• | Noble Parent issued approximately 1.7 million Ordinary Shares to the Backstop Parties in respect of their backstop commitment to subscribe for Unsubscribed Securities (as defined in the Backstop Commitment Agreement); |
• | Noble Parent issued approximately 1.2 million Ordinary Shares to the Backstop Parties in connection with the payment of the Backstop Premiums (as defined in the Backstop Commitment Agreement); |
• | Noble Parent issued 2.8 million five-year warrants with no Black-Sholes protection (the “Tranche 3 Warrants” and, together with the Tranche 1 Warrants and the Tranche 2 Warrants, the “Emergence Warrants”) with an exercise price of $124.40 to the holders of Legacy Noble’s ordinary shares outstanding prior to the Effective Date; |
• | Finco entered into a senior secured revolving credit agreement (the “Revolving Credit Agreement”) providing for a $675.0 million senior secured revolving credit facility (with a $67.5 million sublimit for the issuance of letters of credit thereunder) (the “Revolving Credit Facility”); |
• | Noble Parent entered into an exchange agreement (the “Exchange Agreement”) with certain Backstop Parties which provided that, as soon as reasonably practicable after the Effective Date, the other parties to such agreement would deliver to Noble Parent an aggregate of approximately 6.5 million Ordinary Shares issued pursuant to the Plan in exchange for the issuance of penny warrants to purchase up to approximately 6.5 million Ordinary Shares, with an exercise price of $0.01 per share (the “Penny Warrants”), which were exchanged on a one-for-one |
• | Finco entered into the indenture governing the Notes; |
• | Noble Parent entered into a registration rights agreement with certain parties who received Ordinary Shares under the Plan; and |
• | Finco entered into the Registration Rights Agreement with certain parties who received Notes under the Plan. |
Year Ending December 31, |
||||||||||||||||||||||||
Total |
2021 (1) |
2022 |
2023 |
2024 |
2025 - 2027 |
|||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
Contract Drilling Services Backlog |
||||||||||||||||||||||||
Floaters (2)(3) |
$ | 1,202,092 | $ | 159,159 | $ | 593,410 | $ | 164,238 | $ | 94,922 | $ | 190,363 | ||||||||||||
Jackups (5)(6) |
327,876 | 77,884 | 216,002 | 33,990 | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 1,529,968 | $ | 237,043 | $ | 809,412 | $ | 198,228 | $ | 94,922 | $ | 190,363 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Percent of Available Days Committed (4) |
||||||||||||||||||||||||
Floaters |
69% | 55% | 14% | 8% | 6% | |||||||||||||||||||
Jackups |
75% | 47% | 6% | —% | —% | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
72% | 51% | 10% | 4% | 3% | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Represents a three-month period beginning October 1, 2021. 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 five years and three months related to 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. |
(5) | Includes backlog for the Noble Tom Prosser |
(6) | Includes backlog related to the four jackups divested to ADES in November 2021 of approximately $29.4 million for the remainder of 2021 and $95.5 million and $29.4 million for the years ended 2022 and 2023, respectively. See “—Executive Overview—Recent Events” above for further detail. |
Average Rig Utilization (1) |
Operating Days (2) |
Average Dayrates (2) |
||||||||||||||||||||||
Successor |
Predecessor |
Successor |
Predecessor |
Successor |
Predecessor |
|||||||||||||||||||
Three Months Ended September 30, 2021 |
Three Months Ended September 30, 2020 |
Three Months Ended September 30, 2021 |
Three Months Ended September 30, 2020 |
Three Months Ended September 30, 2021 |
Three Months Ended September 30, 2020 |
|||||||||||||||||||
Floaters |
73 | % | 53 | % | 806 | 582 | 214,304 | 218,821 | ||||||||||||||||
Jackups |
75 | % | 62 | % | 828 | 680 | 87,972 | 146,625 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
74 | % | 57 | % | 1,634 | 1,262 | $ | 150,287 | $ | 179,900 | ||||||||||||||
|
|
|
|
(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. |
Successor |
Predecessor |
|||||||
Three Months Ended September 30, 2021 |
Three Months Ended September 30, 2020 |
|||||||
Operating revenues: |
||||||||
Contract drilling services |
$ | 231,154 | $ | 227,050 | ||||
Reimbursables and other (1) |
19,217 | 14,786 | ||||||
|
|
|
|
|||||
250,371 | 241,836 | |||||||
|
|
|
|
|||||
Operating costs and expenses: |
||||||||
Contract drilling services |
188,552 | 137,180 | ||||||
Reimbursables (1) |
16,462 | 13,369 | ||||||
Depreciation and amortization |
25,248 | 90,606 | ||||||
General and administrative |
14,982 | 15,662 | ||||||
Merger and integration costs |
5,033 | — | ||||||
Transaction costs on sale of operating assets |
3,146 | — | ||||||
Hurricane losses |
10,441 | — | ||||||
Pre-petition charges |
— | 3,894 | ||||||
|
|
|
|
|||||
263,864 | 260,711 | |||||||
Operating loss |
$ | (13,493 | ) | $ | (18,875 | ) | ||
|
|
|
|
(1) | We record reimbursements from customers for out-of-pocket |
Average Rig Utilization (1) |
Operating Days (2) |
Average Dayrates (2) |
||||||||||||||||||||||||||||||||||
Successor |
Predecessor |
Successor |
Predecessor |
Successor |
Predecessor |
|||||||||||||||||||||||||||||||
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Nine Months Ended September 30, 2020 |
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Nine Months Ended September 30, 2020 |
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Nine Months Ended September 30, 2020 |
||||||||||||||||||||||||||||
Floaters |
72 | % | 86 | % | 55 | % | 1,810 | 216 | 1,802 | 213,680 | 231,745 | 203,792 | ||||||||||||||||||||||||
Jackups |
68 | % | 58 | % | 74 | % | 1,922 | 252 | 2,472 | 86,392 | 95,212 | 140,512 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total |
70 | % | 68 | % | 64 | % | 3,732 | 468 | 4,274 | $ | 148,126 | $ | 158,228 | $ | 167,199 | |||||||||||||||||||||
|
|
|
|
|
|
(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. |
Successor |
Predecessor |
|||||||||||
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Nine Months Ended September 30, 2020 |
||||||||||
Operating revenues: |
||||||||||||
Contract drilling services |
$ | 515,680 | $ | 74,051 | $ | 714,555 | ||||||
Reimbursables and other (1) |
46,467 | 3,430 | 46,510 | |||||||||
|
|
|
|
|
|
|||||||
562,147 | 77,481 | 761,065 | ||||||||||
|
|
|
|
|
|
|||||||
Operating costs and expenses: |
||||||||||||
Contract drilling services |
456,853 | 46,965 | 442,479 | |||||||||
Reimbursables (1) |
41,577 | 2,737 | 41,387 | |||||||||
Depreciation and amortization |
64,831 | 20,622 | 283,652 | |||||||||
General and administrative |
47,939 | 5,727 | 106,504 | |||||||||
Merger and integration costs |
13,786 | — | — | |||||||||
Transaction costs on sale of operating assets |
3,146 | — | — | |||||||||
Hurricane losses |
10,441 | — | — | |||||||||
Pre-petition charges |
— | — | 14,409 | |||||||||
Loss on impairments |
— | — | 1,119,517 | |||||||||
|
|
|
|
|
|
|||||||
638,573 | 76,051 | 2,007,948 | ||||||||||
|
|
|
|
|
|
|||||||
Operating income (loss) |
$ | (76,426 | ) | $ | 1,430 | $ | (1,246,883 | ) | ||||
|
|
|
|
|
|
(1) | We record reimbursements from customers for out-of-pocket |
Average Rig Utilization (1) |
Operating Days (2) |
Average Dayrates (2) |
||||||||||||||||||||||||||||||
December 31, |
December 31, |
December 31, |
||||||||||||||||||||||||||||||
2020 |
2019 |
2020 |
2019 |
% Change |
2020 |
2019 |
% Change |
|||||||||||||||||||||||||
Jackups |
71 | % | 93 | % | 3,147 | 4,054 | (22 | )% | $ | 132,722 | $ | 128,002 | 4 | % | ||||||||||||||||||
Floaters |
60 | % | 62 | % | 2,354 | 2,729 | (14 | )% | 208,723 | 266,442 | (3) | (22 | )% | |||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||
Total |
66 | % | 78 | % | 5,501 | 6,783 | (19 | )% | $ | 165,276 | $ | 183,706 | (3) | (10 | )% | |||||||||||||||||
|
|
|
|
(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. Operating days include standby days which typically have a lower dayrate. |
(3) | Includes the impact of the Noble Bully II |
Year Ended December 31, |
Change |
|||||||||||||||
2020 |
2019 |
$ |
% |
|||||||||||||
Operating revenues: |
||||||||||||||||
Contract drilling services |
$ | 909,236 | $ | 1,246,058 | $ | (336,822 | ) | (27)% | ||||||||
Reimbursables and other (1) |
55,036 | 59,380 | (4,344 | ) | (7)% | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 964,272 | $ | 1,305,438 | $ | (341,166 | ) | (26)% | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating costs and expenses: |
||||||||||||||||
Contract drilling services |
$ | 567,487 | $ | 698,343 | $ | (130,856 | ) | (19)% | ||||||||
Reimbursables (1) |
48,188 | 49,061 | (873 | ) | (2)% | |||||||||||
Depreciation and amortization |
374,129 | 440,221 | (66,092 | ) | (15)% | |||||||||||
General and administrative |
121,196 | 168,792 | (47,596 | ) | (28)% | |||||||||||
Loss on impairment |
3,915,408 | 615,294 | $ | 3,300,114 | 536% | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
5,026,408 | 1,971,711 | 3,054,697 | 155% | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating loss |
$ | (4,062,136 | ) | $ | (666,273 | ) | $ | (3,395,863 | ) | 510% | ||||||
|
|
|
|
|
|
|
|
(1) | We record reimbursements from customers for out-of-pocket |
• | Tax benefits related to the following: |
• | gross benefit of $192.4 million related to the impairment of rigs and certain capital spares partially offset by a corresponding increase in valuation allowance of $92.7 million; |
• | the application of the CARES Act of $39.0 million; |
• | release of reserves related to the closure of the 2012- 2017 US tax audit of $111.9 million; and |
• | tax impact of an internal restructuring net of resulting adjustment to the valuation allowance of $17.9 million. |
• | Tax expenses related to the following: |
• | a 2019 US return-to-provision |
• | an increase in United Kingdom (“UK”) valuation allowance of $31.1 million; and |
• | an increase in non-US tax reserves of $7.8 million. |
• | Tax benefits related to the following: |
• | release of reserves related to the closure of the 2010-2011 US tax audit of $33.7 million; and |
• | reversal of UK valuation allowance of $19.2 million. |
• | Tax expense related to an internal restructuring of $36.8 million. |
• | as of the last day of each fiscal quarter in 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 each of September 30, 2021 and 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; and |
• | repurchase, redemptions or repayments of debt and interest. |
• | $42.2 million for sustaining capital; |
• | $56.2 million in major projects, including subsea and other related projects; |
• | $1.7 million for capitalized interest; and |
• | $17.0 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. |
• | $65.8 million for sustaining capital; |
• | $23.9 million in major projects, including subsea and other related projects; and |
• | $58.5 million for rebillable capital modifications. |
Payments Due by Period |
||||||||||||||||||||||||||||||||
For the Years Ending December 31, |
||||||||||||||||||||||||||||||||
Total |
2021 |
2022 |
2023 |
2024 |
2025 |
Thereafter |
Other |
|||||||||||||||||||||||||
Contractual Cash Obligations |
||||||||||||||||||||||||||||||||
Debt obligations (1) |
$ | 3,997,926 | $ | 3,997,926 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Interest payments (1) |
110,301 | 110,301 | — | — | — | — | — | — | ||||||||||||||||||||||||
Operating leases |
42,040 | 8,594 | 5,545 | 3,567 | 3,629 | 3,687 | 17,018 | — | ||||||||||||||||||||||||
Pension plan contributions |
140,046 | 19,390 | 11,791 | 12,375 | 12,663 | 13,200 | 70,627 | — | ||||||||||||||||||||||||
Tax reserves (2) |
42,501 | — | — | — | — | — | — | 42,501 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total contractual cash obligations |
$ | 4,332,814 | $ | 4,136,211 | $ | 17,336 | $ | 15,942 | $ | 16,292 | $ | 16,887 | $ | 87,645 | $ | 42,501 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Debt obligations and interest payments are included in “Liabilities subject to compromise.” Since the Petition Date, the Company operated as a debtor-in-possession |
(2) | Tax reserves are included in “Other” due to the difficulty in making reasonably reliable estimates of the timing of cash settlements to taxing authorities. See “Note 12—Income Taxes” to the Audited Financial Statements included elsewhere in this prospectus. |
Total |
Amount of Commitment Expiration Per Period |
|||||||||||||||||||||||||||
2021 |
2022 |
2023 |
2024 |
2025 |
Thereafter |
|||||||||||||||||||||||
Total letters of credit and commercial commitments |
$ | 14,840 | $ | 9,184 | $ | — | $ | — | $ | — | $ | — | $ | 5,656 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
Predecessor |
|||||||
(In thousands) |
September 30, 2021 |
December 31, 2020 |
||||||
Current assets |
$ | 237,305 | $ | 461,587 | ||||
Amounts due from non-guarantor subsidiaries, current |
5,419,725 | 5,552,158 | ||||||
Noncurrent assets |
1,275,657 | 3,590,865 | ||||||
Amounts due from non-guarantor subsidiaries, noncurrent |
1,070,031 | 1,045,237 | ||||||
Current liabilities |
164,910 | 159,601 | ||||||
Amounts due to non-guarantor subsidiaries, current |
4,996,139 | 5,532,634 | ||||||
Noncurrent liabilities |
449,442 | 120,033 | ||||||
Amounts due to non-guarantor subsidiaries, noncurrent |
132,787 | 480,460 |
Successor (1) Obligors |
Predecessor (2) Obligors |
|||||||||||
(In thousands) |
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Year Ended December 31, 2020 |
|||||||||
Operating revenues |
$ | 447,010 | $ | 70,584 | $ | 895,295 | ||||||
Operating costs and expenses |
|
447,867 |
63,255 | 4,320,475 | ||||||||
Income (loss) from continuing operations before income taxes |
(31,801 | ) | (2,303,528 | ) | (3,414,898 | ) | ||||||
Net income (loss) |
(44,378 | ) | (2,318,932 | ) | (3,468,407 | ) |
(1) | Includes operating revenue of $31.6 million, operating costs and expenses of $7.4 million and other expense of $11.3 million attributable to transactions with non-guarantor subsidiaries for the period from February 6, 2021 through September 30, 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; |
• | 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 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 | Las Palmas | Shipyard | ||||||||||||||||
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 12000 Double Hull |
|
2014 N | 12,000 | 40,000 | Las Palmas | Stacked | ||||||||||||||||
Pacific Scirocco |
|
Samsung 12000 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 | |
Available |
| ||||||||||||||
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 | Available | ||||||||||||||||||
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. |
• | 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; and |
• | Finance Committee Charter. |
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 |
42 | Vice President, Marketing and Contracts | ||
Joey M. Kawaja |
47 | Vice President of Operations | ||
Laura D. Campbell |
49 | Vice President, Chief Accounting Officer and Controller |
Name |
Title | |
Robert W. Eifler (1) |
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 | |
Laura D. Campbell |
Vice President, Chief Accounting Officer and Controller | |
Julie J. Robertson (1) |
Former Executive Chairman; former Chairman, President and Chief Executive Officer | |
Barry M. Smith (2) |
Former Senior Vice President of Operations | |
Stephen M. Butz (3) |
Former Executive Vice President and Chief Financial Officer |
(1) | Ms. Robertson stepped down from her positions of President and Chief Executive Officer of the Company and transitioned to the position of Executive Chairman on May 21, 2020 and (ii) Mr. Robert W. Eifler succeeded Ms. Robertson as President and Chief Executive Officer of the Company on the same date. Ms. Robertson retired from her position as Executive Chairman on February 5, 2021. |
(2) | Mr. Smith retired as Senior Vice President of Operations of the Company effective October 31, 2020. |
(3) | Mr. Butz resigned as Executive Vice President and Chief Financial Officer of the Company effective March 30, 2020. |
• | 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 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 do not permit pledging or hedging of Company shares. |
• | We do not have single trigger cash severance benefits upon a change of control. |
• | We do not permit repricing or buyout of underwater options. |
• | Motivate our executives to achieve key strategic, safety, environmental and financial performance goals that enhance long-term shareholder value; |
• | Provide a strong pay-for-performance pre-determined targets and industry peers; |
• | Reward performance in achieving targets without subjecting the Company to excessive or unnecessary risk; and |
• | Establish and maintain a cost-effective, yet competitive, executive compensation program that enables the Company to attract, motivate, reward and retain experienced and highly capable executives who will contribute to the long-term success of the Company. |
• | Base pay |
• | Annual short-term incentive compensation |
• | Performance-based long-term incentive awards |
• | Time-based long-term incentive awards |
• | Benefits |
Benchmark Peer Group |
||||
Used as benchmark for comparing each component of compensation program in 2020: | ||||
Diamond Offshore Drilling, Inc. |
Helix Energy Solutions Group, Inc. |
Helmerich & Payne, Inc. | ||
McDermott International, Inc. |
Oceaneering International, Inc. |
Precision Drilling Corporation | ||
Oil States International, Inc. |
Patterson-UTI Energy, Inc. |
Superior Energy Services, Inc. | ||
Transocean Ltd. |
Valaris plc** |
Tidewater Inc. | ||
Driller Peer Group |
||||
Used as benchmark for 2018, 2019 and 2020 PVRSU awards or performance-vested cash incentive awards in lieu of PVRSUs: | ||||
Atwood Oceanics, Inc.* |
Diamond Offshore Drilling, Inc. |
Rowan Companies plc* | ||
Transocean Ltd. |
Valaris plc** |
Seadrill Limited* |
* | Atwood Oceanics, Inc. and Seadrill Limited were removed from the Driller Peer Group in 2018 as a result of acquisition or bankruptcy; Rowan Companies plc was removed from the Driller Peer Group in 2019 as a result of acquisition; and Seadrill Limited was added back to the Driller Peer Group in 2019 after emerging from bankruptcy. |
** | Ensco plc, a member of our Benchmark Peer Group and Driller Peer Group, merged with Rowan Companies plc in 2019 and changed its name to Valaris plc. |
Name |
2020 Base Salary |
|||
Robert W. Eifler |
$ | 675,000 | ||
Julie J. Robertson |
$ | 500,000 | ||
Richard B. Barker |
$ | 475,000 | ||
William E. Turcotte |
$ | 470,000 | ||
Joey M. Kawaja |
$ | 330,000 | ||
Laura D. Campbell |
$ | 260,000 | ||
Barry M. Smith |
$ | 450,000 | ||
Stephen M. Butz |
$ | 550,000 |
• | Step 1: Determine level achievement of certain pre-determined metrics. For the Restated 2020 STIP, these metrics were: EBITDA performance; Total Recordable Incident Rate (“TRIR”); and rig unpaid downtime. |
• | Step 2: Multiply STIP Company funding factor by target award (fixed percentage of salary) to determine target performance bonus. |
• | Step 3: Determine individual performance factor, which will determine individual adjustment to performance bonus, if any (as described below). |
• | Financial performance is measured by the Company’s ability to achieve a certain level of EBITDA, which requires the Company to focus on cost-reduction and revenue generation to maximize the available return on the Company’s assets during a severe industry slowdown. |
• | Safety achievement is measured by minimizing our TRIR. |
• | Operational excellence is measured by rig unpaid downtime. |
Name |
Target |
|||
Robert W. Eifler |
110 | % | ||
Julie J. Robertson |
100 | % | ||
Richard B. Barker |
75 | % | ||
William E. Turcotte |
70 | % | ||
Joey M. Kawaja |
60 | % | ||
Laura D. Campbell |
45 | % | ||
Barry M. Smith |
70 | % | ||
Stephen M. Butz |
75 | % |
Component of Performance Bonus |
How Determined |
Weighting of Component |
2020 Target |
Threshold/Target/Maximum |
Bonus Pool Multiple | |||||
Financial Efficiency Measure |
EBITDA relative to actual Company budget |
50% |
$49.6 million for the last two quarters of the year |
Threshold: $34.6 million | 0.5 | |||||
Target: $49.6 million | 1 | |||||||||
Maximum: $64.6 million | 2 | |||||||||
Safety Performance Measure |
TRIR relative to goal |
25% |
0.50 (measured pursuant to the guidelines set for by the International Association of Drilling Contractors (“IADC”) |
Threshold: 0.65 | 0.5 | |||||
Target: 0.50 | 1 | |||||||||
Maximum: 0.35 | 2 | |||||||||
Operational Excellence Measure |
Rig unpaid downtime relative to goal |
25% |
2.75% (unpaid repair days expressed as a percentage of total operating days) |
Threshold: 3.50% | 0.5 | |||||
Target: 2.75% | 1 | |||||||||
Maximum: 2.00% | 2 |
Component of Performance Bonus |
Actual 2020 Results |
Bonus Pool Multiple |
Component Payout (Weighting X Bonus Pool Multiple) |
Significance of 2020 Results | ||||
EBITDA Measure |
$132 million | 2 | 1.0 | Excluding restructuring related charges and a gain on the extinguishment of debt, consolidated EBITDA for the second half of 2020 was $132 million, during a period in which we experienced the effects of the COVID-19 pandemic and the OPEC+ price war. This was achieved through efficiently and effectively managing our response to the pandemic and keeping our fleet contracted above expectations. | ||||
TRIR Measure |
0.31 | 2 | 0.5 | During the second half of 2020, the Company performed well in process and personal safety. The Company’s performance for TRIR improved to 0.31 representing a 60% improvement from 2019 performance for the same time period. | ||||
Rig Unpaid Downtime Measure |
1.10% |
2 |
0.5 |
Actual operational downtime for the second half of 2020 was 60% better than planned downtime. | ||||
2.00 | Goal Achievement | |||||||
|
||||||||
1.00 |
Amount Funded Due to Cap at Target |
• | The average number of the Company’s operating drilling rigs decreased from 25 rigs in 2015 to 15 rigs in 2020; |
• | The utilization of the Company’s rigs (a standard measure of how many days each rig works during a period) declined from 84% in 2015 to 65.6% in 2020; and |
• | The average dayrate for the Company’s rigs (a standard measure of the amount that each rig earns under contract during a period) declined from $358,423 in 2015 to $165,276 in 2020. |
Name |
2020 Salary |
X |
STIP Target |
X |
Award Factor (1) |
X |
Individual Achievement (1) |
2020 STIP |
||||||||||||||||||||||||
Robert W. Eifler |
$ | 675,000 | X | 110 | % | X | 1.00 | X | 1.00 | $ | 742,500 | |||||||||||||||||||||
Julie J. Robertson |
$ | 500,000 | X | 100 | % | X | 1.00 | X | 1.00 | $ | 500,000 | |||||||||||||||||||||
Richard B. Barker |
$ | 475,000 | X | 75 | % | X | 1.00 | X | 1.00 | $ | 356,250 | |||||||||||||||||||||
William E. Turcotte |
$ | 470,000 | X | 70 | % | X | 1.00 | X | 1.00 | $ | 329,000 | |||||||||||||||||||||
Joey M. Kawaja (2) |
$ | 265,000 | X | 45 | % | X | 1.00 | X | 1.00 | $ | 137,805 | |||||||||||||||||||||
$ | 330,000 | 60 | % | |||||||||||||||||||||||||||||
Laura D. Campbell |
$ | 260,000 | X | 45 | % | X | 1.00 | X | 1.00 | $ | 117,000 | |||||||||||||||||||||
Barry M. Smith |
$ | 450,000 | X | 70 | % | X | 1.00 | X | 1.00 | $ | 315,000 | |||||||||||||||||||||
Stephen M. Butz (3) |
$ | 550,000 | X | 75 | % | X | 1.00 | X | 1.00 | (3 | ) |
(1) | Award factors and individual achievement factors were capped at the target level for 2020. |
(2) | Mr. Kawaja’s award was prorated considering his salary and STIP targets preceding and following his October 7, 2020 promotion to Vice President of Operations of the Company. |
(3) | Mr. Butz resigned from the Company prior to the STIP payment date and did not receive a STIP award for 2020. |
Name |
Award Values |
|||
Robert W. Eifler |
$ | 1,540,000 | ||
Julie J. Robertson |
$ | 652,667 | ||
Richard B. Barker |
$ | 660,000 | ||
William E. Turcotte |
$ | 550,000 | ||
Joey M. Kawaja |
$ | 137,500 | ||
Laura D. Campbell |
$ | 110,000 | ||
Barry M. Smith |
$ | 550,000 |
Name |
Award Values |
|||
Robert W. Eifler |
$ | 1,250,400 | ||
Julie J. Robertson |
$ | 522,533 | ||
Richard B. Barker |
$ | 180,000 | ||
William E. Turcotte |
$ | 440,400 | ||
Joey M. Kawaja |
$ | 110,050 | ||
Laura D. Campbell |
$ | 88,000 | ||
Barry M. Smith |
$ | 440,400 |
Name |
Award Values |
|||
Robert W. Eifler |
$ | 650,000 | ||
Richard B. Barker |
$ | 1,300,000 | ||
William E. Turcotte |
$ | 920,000 | ||
Joey M. Kawaja |
$ | 255,000 | ||
Laura D. Campbell |
$ | 245,000 |
• | Strengthen alignment with the interests of our new shareholders; |
• | Provide an incentive to maximize shareholder value; and |
• | Enhance the ability to retain key talent through the post-emergence period. |
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. |
Generally matched at the rate of $0.70 to $1.00 per $1.00 (up to 6% of base pay) depending on years of service. Fully vested after three years of service or upon retirement, death or disability. Effective June 1, 2020, the Company discontinued matching contributions, and 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 contribution for 2020. | ||
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 2021. | ||
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. |
• | a change of control trigger is the acquisition of 50% or more of the Company’s outstanding shares, excluding any treasury shares (rather than 15% of the Company’s outstanding shares), or 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors; |
• | the definition of “good reason” was expanded to include a broader range of issues, including if reduction of the executive’s salary or target bonus; and |
• | the definition of “cause” was revised to include material breaches of a provision of the employment agreement or any material policy of the Company, refusal to comply with lawful instructions consistent with the executive’s position, and conviction of a felony or crime involving fraud, material dishonesty involving the Company or its assets or moral turpitude. |
Name and Principal Position |
Year |
Salary |
Bonus (1) |
Stock Awards (2) |
Option Awards |
Non-Equity Incentive Plan Compensation (3) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings (4) |
All Other Compensation |
Total |
|||||||||||||||||||||||||||
Robert W. Eifler: President and Chief Executive Officer (5) | | |||||||||||||||||||||||||||||||||||
2020 | $ | 560,534 | $ | 1,545,200 | $ | 1,114,516 | $ | — | $ | 1,637,700 | $ | — | $ | 24,336 | (10) | $ | 4,882,286 | |||||||||||||||||||
2019 | $ | 360,417 | $ | — | $ | 683,038 | $ | — | $ | 399,000 | $ | — | $ | 40,062 | (10) | $ | 1,482,517 | |||||||||||||||||||
2018 | $ | 325,000 | $ | — | $ | 898,713 | $ | — | $ | 300,300 | $ | — | $ | 26,379 | (10) | $ | 1,550,392 | |||||||||||||||||||
Julie J. Robertson: Former Executive Chairman; former President and Chief Executive Officer (5) | | |||||||||||||||||||||||||||||||||||
2020 | $ | 649,388 | $ | — | $ | 1,322,559 | $ | — | $ | 500,000 | $ | 839,291 | $ | 3,910,781 | (11) | $ | 7,222,019 | |||||||||||||||||||
2019 | $ | 882,083 | $ | — | $ | 4,771,239 | $ | — | $ | 1,947,000 | $ | 1,092,894 | $ | 255,428 | (11) | $ | 8,948,644 | |||||||||||||||||||
2018 | $ | 842,917 | $ | — | $ | 5,522,870 | $ | — | $ | 1,439,900 | $ | — | (9) | $ | 89,268 | (11) | $ | 7,894,955 | ||||||||||||||||||
Richard B. Barker: Senior Vice President and Chief Financial Officer (6) | | |||||||||||||||||||||||||||||||||||
2020 | $ | 360,361 | $ | 1,630,000 | $ | 180,000 | $ | — | $ | 686,250 | $ | — | $ | 2,975 | (12) | $ | 2,859,586 | |||||||||||||||||||
William E. Turcotte: Senior Vice President, General Counsel, and Corporate Secretary | | |||||||||||||||||||||||||||||||||||
2020 | $ | 470,000 | $ | 1,195,000 | $ | 440,323 | $ | — | $ | 604,000 | $ | — | $ | 21,498 | (13) | $ | 2,730,821 | |||||||||||||||||||
2019 | $ | 469,167 | $ | — | $ | 1,044,653 | $ | — | $ | 493,500 | $ | — | $ | 33,354 | (13) | $ | 2,040,674 | |||||||||||||||||||
2018 | $ | 460,000 | $ | — | $ | 1,460,408 | $ | — | $ | 460,460 | $ | — | $ | 22,958 | (13) | $ | 2,403,826 | |||||||||||||||||||
Joey M. Kawaja: Vice President of Operations (7) | | |||||||||||||||||||||||||||||||||||
2020 | $ | 280,167 | $ | 323,775 | $ | 110,081 | $ | — | $ | 188,025 | $ | 90,760 | $ | 14,003 | (14) | $ | 1,006,811 | |||||||||||||||||||
Laura D. Campbell: Vice President, Chief Accounting Officer and Controller | | |||||||||||||||||||||||||||||||||||
2020 | $ | 260,000 | $ | 300,000 | $ | 88,064 | $ | — | $ | 172,000 | $ | — | $ | 12,000 | (15) | $ | 832,064 | |||||||||||||||||||
Barry Smith: Former Senior Vice President of Operations (8) | | |||||||||||||||||||||||||||||||||||
2020 | $ | 392,252 | $ | 275,000 | $ | 440,323 | $ | — | $ | 590,000 | $ | — | $ | 10,312 | (16) | $ | 1,707,887 | |||||||||||||||||||
Stephen M. Butz: Former Executive Vice President and Chief Financial Officer (6) | | |||||||||||||||||||||||||||||||||||
2020 | $ | 137,500 | $ | — | $ | 539,395 | $ | — | $ | — | $ | — | $ | 456,090 | (17) | $ | 1,132,985 | |||||||||||||||||||
2019 | $ | 18,774 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 965 | (17) | $ | 19,739 |
Name |
OCAP Retention (1) |
Other Retention (1) |
Intended Value of Stock Awards (2) |
2020 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 | ||||||||||||
Julie J. Robertson |
$ | — | $ | — | $ | 1,175,200 | $ | 500,000 | $ | — | $ | 1,675,200 | ||||||||||||
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 | ||||||||||||
Laura D. Campbell |
$ | 55,000 | $ | 245,000 | $ | 88,000 | $ | 117,000 | $ | 55,000 | $ | 560,000 | ||||||||||||
Barry M. Smith (8) |
$ | 275,000 | $ | — | $ | 440,400 | $ | 315,000 | $ | 275,000 | $ | 1,305,400 |
(1) | Includes the value of February 2019 one-time cash retention awards, the retention component of the OCAP awards, onboarding awards Mr. Barker received in connection with his appointment as an officer of the Company in March 2020, and the retention component of the inducement award Mr. Eifler received in connection with his promotion to President and Chief Executive Officer in May 2020. As the conditions of retaining the OCAP awards were achieved, the awards are not subject to repayment. The other retention awards remain subject to repayment through December 31, 2021 per the original terms of the agreements. |
(2) | Represents the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. With respect to PVRSUs, amounts are based on probable achievement level of the underlying performance conditions as of the grant date. See “Note 8—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) | Includes the target value of cash performance bonuses awarded under the Restated 2020 STIP, and performance component of the OCAP awards, the performance component of onboarding awards Mr. Barker received in connection with his appointment as an officer of the Company in March 2020, and the performance component of the inducement award Mr. Eifler received in connection with his promotion to President and Chief Executive Officer in May 2020. As the conditions of retaining the Restated 2020 STIP and OCAP awards were achieved, the awards are not subject to repayment. |
(4) | 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. |
(5) | 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. |
(6) | Effective March 30, 2020, Mr. Butz resigned as Executive Vice President and Chief Financial Officer of the Company, and Mr. Barker was appointed as the Company’s Senior Vice President and Chief Financial Officer. |
(7) | Mr. Kawaja, who formerly served as Regional Manager of the Americas, was appointed Vice President of Operations of the Company effective October 7, 2020. |
(8) | Mr. Smith retired as Senior Vice President of Operations of the Company effective October 31, 2020. The Company was not able to offer a severance payment to Mr. Smith and, in lieu thereof, the portion of his July 2020 cash payment that would have been clawed back was not subject to repayment. |
(9) | Ms. Robertson’s pension and nonqualified deferred compensation accounts incurred $406,551 in losses during 2018. |
(10) | The amount in the All Other Compensation column includes Company contributions to the Noble Services Company LLC 401(k) and Profit Sharing Plan ($13,897 for 2020, $15,618 for 2019 and $16,950 for 2018), foreign tax payments in connection with a former expatriate assignment ($297 for 2020, $17,109 for 2019, and $5,070 for 2018), and premiums paid by the Company for life, AD&D, long term disability, and business travel and accident insurance and for tax preparation services. |
(11) | 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, $22,300 for 2019, and $21,900 for 2018), foreign tax payments ($20,796 for 2020, $194,898 for 2019 and $52,469 for 2018), 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. |
(12) | The amount in the All Other Compensation column includes Company contributions to the Noble Services Company LLC 401(k) and Profit Sharing Plan ($1,166) and premiums paid by the Company for life, AD&D, long term disability, and business travel and accident insurance. |
(13) | The amount in the All Other Compensation column includes Company contributions to the Noble Services Company LLC 401(k) and Profit Sharing Plan ($17,350 for 2020, $17,200 for 2019 and $16,900 for 2018), 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. |
(14) | The amount in the All Other Compensation column includes Company contributions to the Noble Services Company LLC 401(k) and Profit Sharing Plan ($11,908), and premiums paid by the Company for life, AD&D, long term disability, and business travel and accident insurance. |
(15) | The amount in the All Other Compensation column includes Company contributions to the Noble Services Company LLC 401(k) and Profit Sharing Plan ($9,725), and premiums paid by the Company for life, AD&D, long term disability, and business travel and accident insurance. |
(16) | The amount in the All Other Compensation column includes Company contributions to the Noble Services Company LLC 401(k) and Profit Sharing Plan ($7,208), and premiums paid by the Company for life, AD&D, long term disability, and business travel and accident insurance. |
(17) | When Mr. Butz was appointed as the Company’s Executive Vice President and Chief Financial Officer on December 19, 2019, he received a $1,100,000 inducement award. When he resigned, pursuant to a Separation Agreement, he retained $450,000 and repaid $650,000 of the award. All Other Compensation includes Company contributions to the Noble Services Company LLC 401(k) and Profit Sharing Plan ($5,509), and premiums paid by the Company for life, AD&D, long term disability, and business travel and accident insurance. |
Estimated Possible Payouts Under Non- Equity Incentive Plan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards (2)(5) |
All Other Stock Awards: Number of shares of Stock or Units (#)(3)(5) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards ($/Sh) |
Grant Date Fair Value of Stock and Option Awards (4) |
|||||||||||||||||||||||||||||||
Name |
Grant Date |
Target ($)(1)(5) |
Threshold |
Target |
Maximum |
|||||||||||||||||||||||||||||||
Robert W. Eifler |
2/14/2020 | $ | 742,500 | 295,699 | 591,398 | 1,182,796 | 483,871 | — | $ | — | $ | 1,114,516 | ||||||||||||||||||||||||
Julie J. Robertson |
2/14/2020 | $ | 500,000 | 350,896 | 701,792 | 1,403,584 | 574,194 | — | $ | — | $ | 1,322,559 | ||||||||||||||||||||||||
Richard B. Barker |
3/30/2020 | $ | 356,250 | 330,000 | 660,000 | 1,320,000 | 750,000 | — | $ | — | $ | 180,000 | ||||||||||||||||||||||||
William E. Turcotte |
2/14/2020 | $ | 329,000 | 275,000 | 550,000 | 1,100,000 | 483,871 | — | $ | — | $ | 440,323 | ||||||||||||||||||||||||
Joey M. Kawaja |
2/14/2020 | $ | 137,805 | 68,750 | 137,500 | 275,000 | 120,968 | — | $ | — | $ | 110,081 | ||||||||||||||||||||||||
Laura D. Campbell |
2/14/2020 | $ | 117,000 | 55,000 | 110,000 | 220,000 | 96,774 | — | $ | — | $ | 88,064 | ||||||||||||||||||||||||
Barry M. Smith |
2/14/2020 | $ | 315,000 | 275,000 | 550,000 | 1,100,000 | 483,871 | — | $ | — | $ | 440,323 | ||||||||||||||||||||||||
Stephen M. Butz |
2/14/2020 | $ | 412,500 | 336,875 | 673,750 | 1,347,500 | 592,742 | — | $ | — | $ | 539,395 |
(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 PVRSUs (Mr. Eifler and Ms. Robertson) and performance-vested cash incentives (all others) awarded during the year ended December 31, 2020 under the Noble Corporation plc 2015 Omnibus Incentive Plan, as amended (the “Legacy Noble Incentive Plan”). PVRSUs were awarded at the target level and vested, if at all, over a three-year performance cycle. Any PVRSUs that did not vest in such performance cycle were forfeited. If the Company’s performance achievement was above the target level, additional shares/cash would be granted/paid up to the maximum amount. On February 14, 2020, Ms. Robertson was awarded 2,105,376 PVRSUs at the target level, and on February 19, 2020 as part of the Transition Agreement, 1,403,584 of the PVRSUs were cancelled, as the adjusted award value reflects above. |
(3) | Represents TVRSUs awarded during the year ended December 31, 2020 under the Legacy Noble Incentive Plan. TVRSUs vested over three years, with one-third vesting per year on each anniversary of the grant date. On February 14, 2020, Ms. Robertson was awarded 1,722,581 TVRSUs, and on February 19, 2020 as part of the Transition Agreement, 1,148,387 TVRSUs were cancelled, as the adjusted amount reflects above. |
(4) | Represents the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. |
(5) | In July 2020, the awards were cancelled and the target value of such awards was paid in cash, subject to certain clawback obligations. One-half of the amount was paid in respect of the first two quarters of the year and was not subject to repayment. The remaining one-half was subject to repayment by the recipients contingent on continuous employment, except in the event of a qualified termination, through February 14, 2021 and on the level of achievement of the performance metrics described in the STIP section. As the conditions were achieved, the awards were not subject to repayment. |
Option Awards (1) |
Stock Awards |
|||||||||||||||||||||||||||||||
Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#)(2) |
Market Value of Shares or Units of Stock That Have Not Vested ($)(3) |
Equity Incentive Plan Awards: Number of Unearned Shares, Share Units or Other Rights That Have Not Vested (#)(4) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Share Units or Other Rights That Have Not Vested (#)(3) |
||||||||||||||||||||||||
Robert W. Eifler |
— | — | $ | — | 96,174 | $ | 2,404 | 187,178 | $ | 4,679 | ||||||||||||||||||||||
Julie J. Robertson |
41,210 | — | $ | 30.59 | 2/3/2022 | 532,983 | (5) | $ | 13,325 | 1,137,084 | $ | 28,427 | ||||||||||||||||||||
41,792 | — | $ | 31.33 | 2/4/2021 | — | $ | — | — | $ | — | ||||||||||||||||||||||
Richard B. Barker |
— | — | $ | — | 750,000 | $ | 18,750 | — | $ | — | ||||||||||||||||||||||
William E. Turcotte |
11,646 | (6) | — | $ | 30.59 | 2/3/2022 | 126,137 | (6) | $ | 3,153 | 242,868 | (6) | $ | 6,072 | ||||||||||||||||||
11,811 | (6) | — | $ | 31.33 | 2/4/2021 | — | $ | — | — | $ | — | |||||||||||||||||||||
Joey M. Kawaja |
— | — | $ | — | 38,856 | $ | 971 | 38,748 | $ | 969 | ||||||||||||||||||||||
Laura D. Campbell |
— | — | $ | — | 25,699 | $ | 642 | 29,806 | $ | 745 |
(1) | For each NEO, represents nonqualified stock options awarded under the 1991 Plan, which were cancelled in connection with our emergence from the Chapter 11 Cases. |
(2) | Except as otherwise noted, the numbers in this column represent TVRSUs awarded under the Legacy Noble Incentive Plan. All outstanding units were cancelled in connection with our emergence from the Chapter 11 Cases on the Effective Date. |
(3) | The market value was computed by multiplying the closing market price of the shares at December 31, 2020 ($0.025 per share) by the number of units that had not vested. |
(4) | The numbers in this column represent PVRSUs and are calculated based on the assumption that the applicable target performance goal was achieved. All outstanding units were cancelled in connection with our emergence from the Chapter 11 Cases on the Effective Date. |
(5) | Of these units, 61,050 vested on January 11, 2021. |
(6) | Pursuant to a domestic relations order entered into on September 1, 2019, 11,646 and 11,811 of the 23,292 and 23,622 unexercised options awarded to Mr. Turcotte on February 3, 2012 and February 4, 2011, respectively, as well as 23,687 TVRSUs and 51,610 PVRSUs, were transferred to his ex-wife. Mr. Turcotte no longer reports as beneficially owned any securities transferred to his ex-wife. The transferred amounts have been excluded. |
Option Awards |
Stock Awards (1) |
|||||||||||||||
Name |
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($)(2) |
||||||||||||
Robert W. Eifler |
— | $ | — | 94,340 | $ | 62,681 | ||||||||||
Julie J. Robertson |
— | $ | — | 808,767 | $ | 597,962 | ||||||||||
Richard B. Barker |
— | $ | — | — | $ | — | ||||||||||
William E. Turcotte |
— | $ | — | 159,777 | $ | 102,357 | ||||||||||
Joey M. Kawaja |
— | $ | — | 34,494 | $ | 28,272 | ||||||||||
Laura D. Campbell |
— | $ | — | 15,762 | $ | 9,732 | ||||||||||
Barry M. Smith |
— | $ | — | 116,666 | $ | 18,667 |
(1) | Represents restricted stock unit awards under the Legacy Noble Incentive Plan for each NEO. |
(2) | The value is based on the average of the high and low stock price on the vesting date multiplied by the aggregate number of shares that vested on such date. |
Name |
Plan Name |
Number of Years Credited Service (#)(1) |
Present Value of Accumulated Benefit ($)(1)(2) |
Payments During Last Fiscal Year ($) |
||||||||
Julie J. Robertson (3) | Salaried Employees’ Retirement Plan | 28.0 | $ | 1,593,850 | $ | — | ||||||
Retirement Restoration Plan | 28.0 | $ | 6,454,072 | $ | — | |||||||
Joey M. Kawaja | Salaried Employees’ Retirement Plan | 18.5 | $ | 430,740 | $ | — |
(1) | Computed as of December 31, 2020, 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 Drilling Services Inc. 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. |
(3) | Ms. Robertson stepped down as Executive Chairman as of the Effective Date. |
• | 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 ($) |
Aggregate Withdrawals/ Distributions ($) |
Aggregate Balance at Last FYE ($) (4) |
|||||||||||||||
Robert W. Eifler |
$ | — | $ | — | $ | 15,845 | $ | — | $ | 123,122 | ||||||||||
Julie J. Robertson |
$ | — | $ | — | $ | 428,541 | $ | — | $ | 3,414,028 |
(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) | The following amounts of the aggregate balance at last fiscal year end reported in this column were previously reported as compensation to the NEO in the Company’s Summary Compensation Table for previous years: Mr. Eifler - $17,875; and Ms. Robertson - $859,131. |
• | a lump sum amount equal to the sum of (i) the prorated portion of the officer’s highest bonus paid in the last three years before the change of control (the “Highest Bonus”), (ii) an amount equal to 18 times the highest monthly COBRA premium (within the meaning of Section 4980B of the Code) during the 12-month period preceding the termination of the officer’s employment and (iii) any accrued vacation pay, in each case to the extent not theretofore paid (collectively, the “Accrued Obligations”); |
• | a lump sum amount equal to one, two, or three times the sum of the officer’s annual base salary (as defined in the agreement, based on the highest monthly salary paid in the 12 months prior to the change of control) and the officer’s Highest Bonus (the “Severance Amount”); |
• | welfare benefits for an 18-month period to the officer and the officer’s family at least equal to those that would have been provided had the officer’s employment been continued. If, however, the officer became reemployed with another employer and was eligible to receive welfare benefits under another employer provided plan, the welfare benefits provided by the Company and its affiliates would be secondary to those provided by the new employer (“Welfare Benefit Continuation”); |
• | a lump sum amount equal to the excess of (i) the actuarial equivalent of the benefit under the qualified and nonqualified defined benefit retirement plans of the Company and its affiliated companies in which the officer would have been eligible to participate had the officer’s employment continued for three years after termination over (ii) the actuarial equivalent of the officer’s actual benefit under such plans (the “Supplemental Retirement Amount”); in certain circumstances, an additional payment in an amount such that after the payment of all income and excise taxes, the officer would be in the same after-tax position as if no excise tax under Section 4999 of the Code (the so-called Parachute Payment excise tax), if any, had been imposed (the “Excise Tax Payment”), although the Excise Tax Payment had been eliminated for all future executive officers; provided, however, that the total payment due to the officer would be reduced such that no portion of the payment would be subject to excise tax if the making of the Excise Tax Payment would not result in a better after-tax position to the officer of at least $50,000 as compared to the making of such reduction; |
• | outplacement services for six months (not to exceed $50,000); and |
• | the 100 percent vesting of all benefits under the Legacy Noble Incentive Plan and any other similar plan to the extent such vesting was permitted under the Code. |
• | the acquisition by any individual, entity or group of 15 percent or more of the Company’s outstanding shares, but excluding any acquisition directly from the Company or 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 of this definition were 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 (i) more than 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, (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 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 (iii) 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. |
Potential Benefits Upon Retirement or Termination |
||||||||||||||||
Payment or Benefit |
Robert W. Eifler |
Richard B. Barker |
William E. Turcotte |
Laura D. Campbell |
||||||||||||
Accrued Obligations |
$ | 778,324 | $ | 392,074 | $ | 501,203 | $ | 210,988 | ||||||||
Severance Amount |
$ | 4,252,500 | $ | 2,493,750 | $ | 2,890,500 | $ | 435,500 | ||||||||
Welfare Benefit Continuation |
$ | 35,824 | $ | 35,824 | $ | 7,703 | $ | 35,488 | ||||||||
Supplemental Retirement Amount |
— | — | — | — | ||||||||||||
Excise Tax Payment |
— | — | — | — | ||||||||||||
Outplacement Services (1) |
$ | 50,000 | $ | 50,000 | $ | 50,000 | $ | 50,000 | ||||||||
Accelerated Vesting of Options and Restricted Stock (2) |
$ | 7,083 | $ | 18,750 | $ | 9,225 | $ | 1,387 |
(1) | Represents an estimate of the costs to the Company of outplacement services for six months. |
(2) | The total number of restricted stock units held at December 31, 2020 (the last trading day of 2020), and the aggregate value of accelerated vesting thereof at December 31, 2020 (computed by multiplying $0.025, the closing market price of the shares at December 31, 2020, by the total number of restricted stock units held), were as follows: Mr. Eifler – 283,352 units valued at $7,083; Mr. Barker – 180,000 units valued at $4,500; Mr. Turcotte – 369,005 units valued at $9,225; and Ms. Campbell – 55,505 units valued at $1,387. Upon emergence from the Chapter 11 Cases on February 5, 2021, all existing equity was cancelled, including all outstanding restricted stock awards for each NEO. Ms. Robertson and Mr. Kawaja were not parties to Change of Control Agreements as of the reporting date. |
Time-Vested Restricted Stock Units |
||||||||
Name |
Number of TVRSUs Subject to Acceleration of Vesting |
Aggregate Value of Acceleration of Vesting |
||||||
Robert W. Eifler |
96,174 | $ | 2,404 | |||||
Richard B. Barker |
750,000 | $ | 18,250 | |||||
William E. Turcotte |
126,137 | $ | 3,153 | |||||
Laura D. Campbell |
25,699 | $ | 642 | |||||
Performance-Vested Restricted Stock Units (1) |
||||||||
Name |
Number of PVRSUs Subject to Acceleration of Vesting |
Aggregate Value of Acceleration of Vesting |
||||||
Robert W. Eifler |
187,178 | $ | 4,679 | |||||
Richard B. Barker |
— | $ | — | |||||
William E. Turcotte |
242,868 | $ | 6,072 | |||||
Laura D. Campbell |
29,806 | $ | 745 |
(1) | The table includes amounts associated with restricted stock units awarded for the 2018-2020 cycle. Excluding this award, the number of PVRSUs and the aggregate values would be: Mr. Eifler – 101,341 units valued at $2,534; Mr. Turcotte – 141,044 units valued at $3,526; and Ms. Campbell – 29,806 units valued at $745. |
• | The median of the annual total compensation of all employees of our company (other than the CEO) was $114,436; and |
• | The annual total compensation of our CEO, Mr. Eifler, as reported in the Summary Compensation Table included herein, was $4,882,286. |
• | 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 43 to 1. |
• | We determined that, as of October 1, 2020, our employee population consisted of approximately 1,532 individuals. This population included all of our employees, and excluded third-party contractors and temporary workers. We selected October 1, 2020 as our identification date for determining our median |
employee because it enabled us to make such identification in a reasonably efficient and economic manner. The applicable SEC rules require us to identify a median employee only once every three years, as long as there have been no changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. |
• | We used a consistently applied compensation measure to identify our 2020 median employee by comparing the amount of salary or wages, bonuses, equity and other income earned during 2020 and annualized the compensation for any full-time or part-time employees that were hired in 2020 but were not employed for all of 2020. |
Name |
Fees Earned or Paid in Cash (1) |
Stock Awards (2) |
All Other Compensation (3) |
Total (4) |
||||||||||||
Kevin S. Corbett (5) |
$ | 53,995 | $ | — | $ | — | $ | 53,995 | ||||||||
Julie H. Edwards |
$ | 145,500 | $ | — | $ | 175,000 | $ | 357,431 | ||||||||
Gordon T. Hall |
$ | 123,000 | $ | — | $ | 175,000 | $ | 334,931 | ||||||||
Roger W. Jenkins |
$ | 101,599 | $ | — | $ | 175,000 | $ | 313,530 | ||||||||
Scott D. Josey |
$ | 106,599 | $ | — | $ | 175,000 | $ | 318,530 | ||||||||
Jon A. Marshall |
$ | 132,000 | $ | — | $ | 175,000 | $ | 343,931 | ||||||||
Mary P. Ricciardello (5) |
$ | 62,808 | $ | — | $ | 175,000 | $ | 274,739 |
(1) | Includes the portion of the $50,000 annual retainer paid to our directors in shares under the Legacy Noble Director Plan, if any. |
(2) | Represents the aggregate grant date fair value of the awards completed in accordance with FASB ASC Topic 718. As of December 31, 2020, there were no outstanding restricted stock unit awards for any of our non-employee directors. |
(3) | Directors received $175,000 cash awards in lieu of equity awards during 2020. |
(4) | Director total compensation varies based upon the number of Board and committee meetings attended and whether such director is a chairperson of a committee or the lead director. |
(5) | On May 21, 2020, Ms. Ricciardello retired from the Board and Mr. Corbett was appointed as a new Board member. |
(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 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 |
— | — | % | |||||
Patrick J. Bartels, Jr. |
— | — | % | |||||
Robert W. Eifler |
— | — | % | |||||
Alan J. Hirshberg |
— | — | % | |||||
Ann D. Pickard |
— | — | % | |||||
Charles M. Sledge |
— | — | % | |||||
Melanie M. Trent |
— | — | % | |||||
Named Executive Officers (excluding any director listed above): |
||||||||
Richard B. Barker |
— | — | % | |||||
Julie J. Robertson |
— | — | % | |||||
William E. Turcotte |
— | — | % | |||||
Joey M. Kawaja |
— | — | % | |||||
Laura D. Campbell |
— | — | % | |||||
Barry M. Smith |
— | — | % | |||||
Stephen M. Butz |
— | — | % | |||||
All directors and executive officers as a group (12 persons) |
— | — | % | |||||
5% or Greater Shareholders: |
||||||||
Investors for which Pacific Investment Management Company LLC serves as investment manager, adviser or sub-adviser (1) |
25,531,373 | 42.0 | % | |||||
GoldenTree Funds (2) |
6,238,656 | 9.9 | % | |||||
Funds and accounts advised or managed by Canyon Capital Advisors LLC (3) |
6,221,296 | 9.9 | % | |||||
King Street Capital Management, L.P. (4) |
4,286,905 | 6.9 | % |
(1) | According to information provided by Pacific Investment Management Company LLC, consists of 24,905,547 Ordinary Shares and 625,826 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants. 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 such securities, may be deemed to have or to share voting and dispositive power over such securities. The address for such funds and accounts is c/o Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, California 92660. |
(2) | According to information provided by the GoldenTree Funds (as defined herein), consists of (i) 17,974 Ordinary Shares previously issued, and 12,825 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants, and beneficially owned by Crown Managed Accounts SPC - Crown/GT Segregated Portfolio, (ii) 11,726 Ordinary Shares previously issued and beneficially owned by FS Credit Income Fund, (iii) 47,115 Ordinary Shares previously issued, and 80,228 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants, and beneficially owned by Ginkgo Tree, LLC, (iv) 106,221 Ordinary Shares previously issued, and 84,361 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants, and beneficially owned by GN3 SIP Limited, (v) 386,556 Ordinary Shares previously issued and beneficially owned by GoldenTree Credit Opportunities Master Fund Ltd., (vi) 837,274 Ordinary Shares previously issued, and 417,670 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants, and beneficially owned by GoldenTree Distressed Master Fund III Ltd, (vii) 484,166 Ordinary Shares previously issued, and 436,591 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants, and beneficially owned by GoldenTree Distressed Onshore Master Fund III LP, (viii) 7,912 Ordinary Shares previously issued, and 60,459 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants, and beneficially owned by GoldenTree Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P., (ix) 831,574 Ordinary Shares previously issued, and 1,277,287 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants, and beneficially owned by GoldenTree Master Fund, Ltd., (x) 24,970 Ordinary Shares previously issued, and 2,854 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants, and beneficially owned by GoldenTree Multi Sector-C LP, (xi) 16,093 Ordinary Shares previously issued and beneficially owned by GoldenTree Multi-Sector Fund Offshore ERISA, Ltd., (xii) 38,075 Ordinary Shares previously issued and beneficially owned by GoldenTree Multi-Sector Master Fund ICAV - GoldenTree Multi-Sector Master Fund Portfolio A, (xiii) 163,156 Ordinary Shares previously issued, and 63,586 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants, and beneficially owned by GoldenTree V1 Master Fund, L.P., (xiv) 32,365 Ordinary Shares previously issued and beneficially owned by Gresham Multi-Asset Credit Fund, Ltd., (xv) 11,354 Ordinary Shares previously issued and beneficially owned by GT Credit Fund LP, (xvi) 160,381 Ordinary Shares previously issued, and 226,205 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants, and beneficially owned by GT G Distressed Fund 2020 LP, (xvii) 16,023 Ordinary Shares previously issued, and 60,033 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants, and beneficially owned by GT NM, L.P., (xviii) 8,023 Ordinary Shares previously issued, and 13,860 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants, and beneficially owned by Guadalupe Fund, LP, (xix) 11,102 Ordinary Shares previously issued and beneficially owned by Healthcare Employees’ Pension Plan - Manitoba, (xx) 25,803 Ordinary Shares previously issued, and 80,607 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants, and beneficially owned by High Yield And Bank Loan Series Trust, (xxi) 7,550 Ordinary Shares previously issued and beneficially owned by Indiana University Health, Inc., (xxii) 15,991 Ordinary Shares previously issued, and 6,412 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants, and beneficially owned by Louisiana State Employees Retirement System, (xxiii) 12,933 Ordinary Shares previously issued, and 10,286 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants, and beneficially owned by MA Multi-Sector Opportunistic Fund, LP, (xxiv) 74,131 Ordinary Shares previously issued, and 49,681 Ordinary Shares issuable upon the exercise of outstanding Emergence |
Warrants and Penny Warrants, and beneficially owned by San Bernardino County Employees Retirement Association, (xxv) 2,118 Ordinary Shares previously issued and beneficially owned by Syncora Guarantee Inc. and (xxvi) 5,125 Ordinary Shares previously issued and beneficially owned by Tolleson High Yield Credit, LP. Excludes 2,645,097 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants that cannot be exercised due to an exercise blocker provision in the applicable warrant agreements. Crown Managed Accounts SPC - Crown/GT Segregated Portfolio, FS Credit Income Fund, Ginkgo Tree, LLC, GN3 SIP Limited, GoldenTree Credit Opportunities Master Fund Ltd., GoldenTree Distressed Master Fund III Ltd, Goldentree Distressed Onshore Master Fund III LP, GoldenTree Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P., GoldenTree Master Fund, Ltd., GoldenTree Multi Sector-C LP, GoldenTree Multi-Sector Fund Offshore ERISA, Ltd., GoldenTree Multi-Sector Master Fund ICAV - GoldenTree Multi-Sector Master Fund Portfolio A, GoldenTree V1 Master Fund, L.P., Gresham Multi-Asset Credit Fund, Ltd., GT Credit Fund LP, GT G Distressed Fund 2020 LP, GT NM, L.P., Guadalupe Fund, LP, Healthcare Employees’ Pension Plan – Manitoba, High Yield And Bank Loan Series Trust, Indiana University Health, Inc., Louisiana State Employees Retirement System, MA Multi-Sector Opportunistic Fund, LP, San Bernardino County Employees Retirement Association, Syncora Guarantee Inc., and Tolleson High Yield Credit, LP are collectively referred to as the “GoldenTree Funds.” Investment power over the GoldenTree Funds is held by GoldenTree Asset Management LP (the “GoldenTree Advisor”). The general partner of the GoldenTree Advisor is GoldenTree Asset Management LLC (the “GoldenTree General Partner”). Steven A. Tananbaum is the managing member of the GoldenTree General Partner. The address for the GoldenTree Funds is 300 Park Ave, 21st Floor, New York, New York 10022. |
(3) | According to information provided by Canyon Capital Advisors LLC (“CCA”), consists of 3,552,092 Ordinary Shares and 2,669,204 Ordinary Shares issuable upon exercise of Emergence Warrants and Penny Warrants. Excludes 3,542,436 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants and Penny Warrants that cannot be exercised due to an exercise blocker provision in the applicable warrant agreements. Mitchell R. Julis and Joshua S. Friedman control entities which own 100% of CCA. By virtue of the relationships described in this footnote, each entity and individual named herein may be deemed to share beneficial ownership of all Ordinary Shares held by the other entities named herein. Each entity and individual named in this footnote expressly disclaims any such beneficial ownership, except to the extent of their individual pecuniary interests therein. CCA is an affiliate of a broker dealer, but is not itself a broker dealer. The address for CCA is 2728 N. Harwood Street, 2nd Floor, Dallas, Texas 75201. |
(4) | According to information provided by King Street Capital Management, L.P. (“KSCM”), consists of (i) 1,550,945 Ordinary Shares previously issued and beneficially owned by Sage Meridian, L.L.C., (ii) 234,366 Ordinary Shares previously issued, and 874,269 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants, and beneficially owned by King Street Capital, L.P. and (iii) 335,984 Ordinary Shares previously issued, and 1,291,341 Ordinary Shares issuable upon the exercise of outstanding Emergence Warrants, and beneficially owned by King Street Capital Master Fund, Ltd. KSCM, as manager or investment manager of the aforementioned entities, may be deemed to be the beneficial owner of the Ordinary Shares. The general partner of KSCM is King Street Capital Management GP, L.L.C. (“KSCM GP”). Brian J. Higgins is the managing member of KSCM GP. The Ordinary Shares that may be deemed to be beneficially owned by KSCM may be deemed to be beneficially owned by KSCM GP and Mr. Higgins by virtue of their relationship with KSCM. 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) |
$ | 75,732,072 | $ | 75,732,072 | $ | — | — | % | ||||||||
GoldenTree Funds (5) |
$ | 6,733,778 | $ | 6,733,778 | $ | — | — | % | ||||||||
Investors for which Goldman Sachs Asset Management, L.P. serves as investment manager, investment adviser or sub-adviser (6) |
$ | 5,961,194 | $ | 406,670 | $ | 5,554,524 | 2.6 | % | ||||||||
Entities affiliated with Nomura Corporate Research and Asset Management Inc. (7) |
$ | 1,049,493 | $ | 284,916 | $ | 764,577 | * | |||||||||
PFM Multi-Manager Fixed Income Fund (8) |
$ | 8,523 | $ | 1,034 | $ | 7,489 | * | |||||||||
Sefton Place Fund (9) |
$ | 59,319 | $ | 59,319 | $ | — | — | % | ||||||||
Stichting Blue Sky Active High Yield Fixed Income USA Fund (10) |
$ | 5,515 | $ | 5,515 | $ | — | — | % | ||||||||
Entities affiliated with Brigade Capital Management, LP (11) |
$ | 3,507,408 | $ | 2,380,931 | $ | 1,126,477 | * | |||||||||
Canyon CZR Holdings LLC (12) |
$ | 28,889,989 | $ | 13,316,109 | $ | 15,573,880 | 7.2 | % |
* | 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 November 19, 2021. |
(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 the GoldenTree Funds (as defined herein), principal amount of Notes offered hereby consists of (i) $40,830 principal amount of Notes that may be offered by Crown Managed Accounts SPC—Crown/GT Segregated Portfolio, (ii) $313,444 principal amount of Notes that may be offered by Ginkgo Tree, LLC, (iii) $268,566 principal amount of Notes that may be offered by GN3 SIP Limited, (iv) $275,237 principal amount of Notes that may be offered by GoldenTree Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P., (v) $4,950,931 principal amount of Notes that may be offered by GoldenTree Master Fund, Ltd., (vi) $9,087 principal amount of Notes that may be offered by GoldenTree Multi Sector-C LP, (vii) $89,066 principal amount of Notes that may be offered by GoldenTree V1 Master Fund, L.P., (viii) $233,234 principal amount of Notes that may be offered by GT NM, L.P., (ix) $49,244 principal amount of Notes that may be offered by Guadalupe Fund, LP, (x) $314,754 principal amount of Notes that may be offered by High Yield And Bank Loan Series Trust, (xi) $20,414 principal amount of Notes that may be offered by Louisiana State Employees Retirement System, (xii) $36,648 principal amount of Notes that may be offered by MA Multi-Sector Opportunistic Fund, LP and (xiii) $132,323 principal amount of Notes that may be offered by San Bernardino County Employees Retirement Association. Investment power over the GoldenTree Funds is held by the GoldenTree Advisor (as defined herein). The general partner of the GoldenTree Advisor is the GoldenTree General Partner (as defined herein). Steven A. Tananbaum is the managing member of the GoldenTree General Partner. The address for the GoldenTree Funds is 300 Park Ave, 21st Floor, New York, New York 10022. |
(6) | 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. |
(7) | 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. |
(8) | 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. |
(9) | 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. |
(10) | 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. |
(11) | 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. |
(12) | According to information provided by Canyon CZR Holdings LLC, Canyon Capital Advisors LLC (“CCA”) serves as the manager of Canyon CZR Holdings LLC. Mitchell R. Julis and Joshua S. Friedman control entities which own 100% of CCA. By virtue of the relationships described in this footnote, each entity and individual named herein may be deemed to share beneficial ownership of all Notes held by the other entities named herein. Each entity and individual named in this footnote expressly disclaims any such beneficial ownership, except to the extent of their individual pecuniary interests therein. Canyon CZR Holdings LLC is an affiliate of a broker-dealer, but is not itself a broker-dealer. The securities identified in the table above for Canyon CZR Holdings LLC were acquired in the ordinary course of business and at the time of acquisition, Canyon CZR Holdings LLC did not have an agreement or understanding, directly or indirectly, with any person to distribute the securities. The address for Canyon CZR Holdings LLC is c/o Canyon Capital Advisors LLC, 2728 N. Harwood Street, 2nd Floor, Dallas, Texas 75201. |
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 Unaudited Condensed Consolidated Financial Statements |
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F-4 |
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F-5 | ||||
F-7 | ||||
F-8 | ||||
F-9 | ||||
F-11 | ||||
F-12 | ||||
F-14 | ||||
F-15 | ||||
F-16 | ||||
F-18 | ||||
Noble Corporation and Noble Finance Company Audited Consolidated Financial Statements |
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F-51 |
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F-53 |
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F-54 |
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F-55 |
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F-56 |
F-57 |
||||
F-58 |
||||
F-61 |
||||
F-62 |
||||
F-63 |
||||
F-64 | ||||
F-65 | ||||
F-66 | ||||
Pacific Drilling Company LLC Unaudited Condensed Consolidated Financial Statements |
||||
F-122 | ||||
F-123 | ||||
F-124 | ||||
F-125 | ||||
F-126 | ||||
Pacific Drilling Company LLC and Pacific Drilling S.A. Audited Consolidated Financial Statements |
||||
F-132 | ||||
F-134 | ||||
F-135 | ||||
F-136 |
||||
F-137 | ||||
F-138 |
||||
The Drilling Company of 1972 A/S Unaudited Interim Consolidated Financial Statements |
||||
F-168 | ||||
F-169 |
F-170 | ||||
F-171 | ||||
F-172 | ||||
The Drilling Company of 1972 A/S Consolidated Financial Statements |
||||
F-180 | ||||
F-181 | ||||
F-182 | ||||
F-183 | ||||
F-184 | ||||
F-185 |
Successor |
Predecessor |
|||||||
September 30, 2021 |
December 31, 2020 |
|||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Accounts receivable, net of allowance for credit losses of |
||||||||
Taxes receivable |
||||||||
Prepaid expenses and other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
|
|
|
|
|||||
Intangible assets |
— | |||||||
Property and equipment, at cost |
||||||||
Accumulated depreciation |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Property and equipment, net |
||||||||
Property and equipment held for sale |
— |
|||||||
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 15) |
||||||||
Shareholders’ equity |
||||||||
Predecessor common stock, $ |
— | |||||||
Successor common stock, $ of September 30, 2021 |
— | |||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Accumulated other comprehensive income (loss) |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total shareholders’ equity |
( |
) | ||||||
|
|
|
|
|||||
Total liabilities and equity |
$ | $ | ||||||
|
|
|
|
Successor |
Predecessor |
|||||||
Three Months Ended September 30, 2021 |
Three Months Ended September 30, 2020 |
|||||||
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 |
||||||||
Transaction costs on sale of operating assets |
— |
|||||||
Hurricane losses |
— |
|||||||
Pre-petition charges |
||||||||
|
|
|
|
|||||
|
|
|
|
|||||
Operating loss |
( |
) | ( |
) | ||||
Other income (expense) |
||||||||
Interest expense, net of amounts capitalized |
( |
) | ( |
) | ||||
Gain on extinguishment of debt, net |
— |
|||||||
Interest income and other, net |
||||||||
Reorganization items, net |
— |
( |
) | |||||
|
|
|
|
|||||
Loss before income taxes |
( |
) | ( |
) | ||||
Income tax provision |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Per share data |
||||||||
Basic: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Diluted: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Successor |
Predecessor |
|||||||||||
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Nine Months Ended September 30, 2020 |
||||||||||
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 |
||||||||||||
Transaction costs on sale of operating assets |
— |
— |
||||||||||
Hurricane losses |
— |
— |
||||||||||
Pre-petition charges |
||||||||||||
Loss on impairment |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
Operating income (loss) |
( |
) | ( |
) | ||||||||
Other income (expense) |
||||||||||||
Interest expense, net of amounts capitalized |
( |
) | ( |
) | ( |
) | ||||||
Gain on bargain purchase |
||||||||||||
Gain on extinguishment of debt, net |
||||||||||||
Interest income and other, net |
||||||||||||
Reorganization items, net |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Income (loss) before income taxes |
( |
) | ( |
) | ||||||||
Income tax benefit (provision) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net income (loss) |
$ | ( |
) | $ | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Per share data |
||||||||||||
Basic: |
||||||||||||
Net income (loss) |
$ | ( |
) | $ | $ | ( |
) | |||||
|
|
|
|
|
|
|||||||
Diluted: |
||||||||||||
Net income (loss) |
$ | ( |
) | $ | $ | ( |
) | |||||
|
|
|
|
|
|
Successor |
Predecessor |
|||||||
Three Months Ended September 30, 2021 |
Three Months Ended September 30, 2020 |
|||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Other comprehensive income (loss) |
||||||||
Foreign currency translation adjustments |
— | |||||||
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, net of tax provision of September 30, 2021 and 2020, respectively |
( |
) | ||||||
|
|
|
|
|||||
Other comprehensive income (loss), net |
( |
) | ||||||
|
|
|
|
|||||
Comprehensive loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Successor |
Predecessor |
|||||||||||
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Nine Months Ended September 30, 2020 |
||||||||||
Net income (loss) |
$ | ( |
) | $ | $ | ( |
) | |||||
Other comprehensive income (loss) |
||||||||||||
Foreign currency translation adjustments |
— | ( |
) | ( |
) | |||||||
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, net of tax provision of for the period from February 6, 2021 through September 30, 2021, period from January 1, 2021 through February 5, 2021 and nine months ended September 30, 2020, respectively |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Other comprehensive income (loss), net |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Comprehensive income (loss) |
$ | ( |
) | $ | $ | ( |
) | |||||
|
|
|
|
|
|
Successor |
Predecessor |
|||||||||||
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Nine Months Ended September 30, 2020 |
||||||||||
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 |
||||||||||||
Gain on extinguishment of debt, net |
( |
) | ||||||||||
Gain on bargain purchase |
( |
) | ||||||||||
Amortization of intangible asset |
||||||||||||
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 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 |
||||||||||||
Cash paid to settle equity compensation 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 Capital |
Retained Earnings (Accumulated Deficit) |
Accumulated Other Comprehensive Income (Loss) |
Total Equity |
||||||||||||||||||||
Balance |
Par Value |
|||||||||||||||||||||||
Balance at 6/30/2020 (Predecessor) |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||
Employee related equity activity |
||||||||||||||||||||||||
Amortization of share-based compensation |
— | — | — | — | ||||||||||||||||||||
Issuance of share-based compensation shares |
— | — | — | |||||||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Other comprehensive income, net |
— | — | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at 9/30/2020 (Predecessor) |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
||||||||||||||||||||||||
Balance at 6/30/2021 (Successor) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||
Employee related equity activity |
||||||||||||||||||||||||
Amortization of share-based compensation |
— | — | — | — | ||||||||||||||||||||
Exercise of common stock warrants |
— | — | — | |||||||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Other comprehensive loss, net |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at 9/30/2021 (Successor) |
$ |
$ |
$ |
( |
) | $ |
( |
) |
$ |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
Additional Paid-in Capital |
Retained Earnings (Accumulated Deficit) |
Accumulated Other Comprehensive Income (Loss) |
Total Equity |
||||||||||||||||||||
Balance |
Par Value |
|||||||||||||||||||||||
Balance at 12/31/2019 (Predecessor) |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||
Employee related equity activity |
||||||||||||||||||||||||
Amortization of share-based compensation |
— | — | — | — | ||||||||||||||||||||
Issuance of share-based compensation shares |
( |
) | — | — | ||||||||||||||||||||
Shares withheld for taxes on equity transactions |
— | — | ( |
) | — | — | ( |
) | ||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Other comprehensive loss, net |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at 9 /30/2020 (Predecessor) |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at 12/31/2020 (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 |
— | — | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at 2/5/2021 (Predecessor) |
$ |
$ |
$ |
— |
$ |
— |
$ |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
||||||||||||||||||||||||
Balance at 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 loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Other comprehensive loss , net |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at 9 /30/21 (Successor) |
$ |
$ |
$ |
( |
) | $ |
( |
) | $ |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
Predecessor |
|||||||
September 30, 2021 |
December 31, 2020 |
|||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Accounts receivable, net of allowance for credit losses of |
||||||||
Accounts receivable from affiliates |
— | |||||||
Taxes receivable |
||||||||
Prepaid expenses and other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
|
|
|
|
|||||
Intangible assets |
— | |||||||
Property and equipment, at cost |
||||||||
Accumulated depreciation |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Property and equipment, net |
||||||||
Property and equipment held for sale |
— |
|||||||
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 15) |
||||||||
Shareholders’ equity |
||||||||
Predecessor common stock, $ |
— | |||||||
Successor common stock, $ September 30, 2021 |
— | |||||||
Capital in excess of par value |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Accumulated other comprehensive income (loss) |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total shareholders’ equity |
( |
) | ||||||
|
|
|
|
|||||
Total liabilities and equity |
$ | $ | ||||||
|
|
|
|
Successor |
Predecessor |
|||||||
Three Months Ended September 30, 2021 |
Three Months Ended September 30, 2020 |
|||||||
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 |
||||||||
Transaction costs on sale of operating assets |
— |
|||||||
Hurricane losses |
— |
|||||||
|
|
|
|
|||||
|
|
|
|
|||||
Operating loss |
( |
) | ( |
) | ||||
Other income (expense) |
||||||||
Interest expense, net of amounts capitalized |
( |
) | ( |
) | ||||
Gain on extinguishment of debt, net |
||||||||
Interest income and other, net |
||||||||
Reorganization items, net |
— |
( |
) | |||||
|
|
|
|
|||||
Loss before income taxes |
( |
) | ( |
) | ||||
Income tax provision |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Successor |
Predecessor |
|||||||||||
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Nine Months Ended September 30, 2020 |
||||||||||
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 |
— | — | ||||||||||
Transaction costs on sale of operating assets |
— |
— |
||||||||||
Hurricane losses |
— |
— |
||||||||||
Loss on impairment |
— | — | ||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
Operating income (loss) |
( |
) | ( |
) | ||||||||
Other income (expense) |
||||||||||||
Interest expense, net of amounts capitalized |
( |
) | ( |
) | ( |
) | ||||||
Gain on extinguishment of debt, net |
— | — | ||||||||||
Interest income and other, net |
||||||||||||
Reorganization items, net |
— | ( |
) | |||||||||
|
|
|
|
|
|
|||||||
Income (loss) before income taxes |
( |
) | ( |
) | ||||||||
Income tax benefit (provision) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net income (loss) |
$ | ( |
) | $ | $ | ( |
) | |||||
|
|
|
|
|
|
Successor |
Predecessor |
|||||||
Three Months Ended September 30, 2021 |
Three Months Ended September 30, 2020 |
|||||||
Net loss |
$ |
( |
) |
$ |
( |
) | ||
Other comprehensive income (loss) |
||||||||
Foreign currency translation adjustments |
— | |||||||
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, net of tax provision of September 30, 2021 and 2020,respectively |
( |
) | ||||||
|
|
|
|
|||||
Other comprehensive income (loss), net |
( |
) | ||||||
|
|
|
|
|||||
Comprehensive (loss) |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Successor |
Predecessor |
|||||||||||
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Nine Months Ended September 30, 2020 |
||||||||||
Net income (loss) |
$ | ( |
) | $ | $ | ( |
) | |||||
Other comprehensive income (loss) |
||||||||||||
Foreign currency translation adjustments |
— | ( |
) | ( |
) | |||||||
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, net of tax provision of for the period from February 6, 2021 through September 30, 2021, period from January 1, 2021 through February 5, 2021 and nine months ended September 30, 2020, respectively |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Other comprehensive income (loss), net |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Comprehensive income (loss) |
$ | ( |
) | $ | $ | ( |
) | |||||
|
|
|
|
|
|
Successor |
Predecessor |
|||||||||||
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Nine Months Ended September 30, 2020 |
||||||||||
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 |
||||||||||||
Gain on extinguishment of debt, net |
( |
) | ||||||||||
Amortization of intangible asset |
||||||||||||
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 |
( |
) | ( |
) | ( |
) | ||||||
Proceeds from disposal of assets, net |
||||||||||||
|
|
|
|
|
|
|||||||
Net cash 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 |
( |
) | ||||||||||
Cash contributed by parent in connection with Pacific Drilling merger |
||||||||||||
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 Capital |
Retained Earnings (Accumulated Deficit) |
Accumulated Other Comprehensive Income (Loss) |
Total Equity |
||||||||||||||||||||
Balance |
Par Value |
|||||||||||||||||||||||
Balance at 6/30/2020 (Predecessor) |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||
Distributions to parent company, net |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Capital contribution by parent - share-based compensation |
— | — | — | — | ||||||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Other comprehensive income, net |
— | — | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at 9/30/2020 (Predecessor) |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
||||||||||||||||||||||||
Balance at 6/30/2021 (Successor) |
$ |
$ |
$ |
( |
) |
$ |
|
$ |
||||||||||||||||
Distributions to parent company, net |
— | — | ( |
) | — | — | ( |
) | ||||||||||||||||
Capital contribution by parent - share-based compensation |
— | — | — | — | ||||||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Other comprehensive loss, net |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at 9/30/2021 (Successor) |
$ |
$ |
$ |
( |
) |
$ |
( |
) | $ |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
Additional Paid-in Capital |
Retained Earnings (Accumulated Deficit) |
Accumulated Other Comprehensive Income (Loss) |
Total Equity |
||||||||||||||||||||
Balance |
Par Value |
|||||||||||||||||||||||
Balance at 12/31/2019 (Predecessor) |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||
Distributions to parent company, net |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Capital contribution by parent - share-based compensation |
— | — | — | — | ||||||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Other comprehensive loss, net |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at 9 /30/2020 (Predecessor) |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at 12/31/2020 (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 loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Other comprehensive loss , net |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at 9 /30/2021 (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 warrants with Black-Scholes protection (the “Tranche 2 Warrants”) with an exercise price of $ |
• | 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 January 1, 2021 through February 5, 2021 |
Period From January 1, 2021 through 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 Equi ty |
$ | |||
|
|
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 |
||||||||||||||||
Common stock (Predecessor) |
( |
)(j) | — | — | ||||||||||||
Common stock (Successor) |
— | (k) | — | |||||||||||||
Additional paid-in capital (Predecessor) |
( |
)(j) | — | — | ||||||||||||
Additional paid-in capital (Successor) |
— | (k) | — | |||||||||||||
Accumulated deficit |
( |
) | (l) | ( |
)(r) | |||||||||||
Accumulated other comprehensive loss |
( |
) | (s) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total shareholders’ equity |
( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
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 $ |
(d) | Adjustments to accounts payable related to the payment of professional fees $( |
(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 |
||||||||
Three Months Ended September 30, 2021 |
Period From February 6, 2021 through September 30, 2021 |
|||||||
Revenue |
$ |
$ |
||||||
Net loss |
$ |
( |
) |
$ |
( |
) |
Successor |
||||||||
Three Months Ended September 30, 2021 |
Period From February 6, 2021 through September 30, 2021 |
|||||||
Revenue |
$ | $ | ||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Net loss per share |
||||||||
Basic |
$ | ( |
) | $ | ( |
) | ||
Diluted |
$ | ( |
) | $ | ( |
) |
Successor |
Predecessor |
|||||||||||||||||||
Three Months Ended September 30, 2021 |
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Three Months Ended September 30, 2020 |
Nine Months Ended September 30, 2020 |
||||||||||||||||
Numerator: |
||||||||||||||||||||
Basic |
||||||||||||||||||||
Net income (loss) from continuing operations |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
( |
) | |||||||
Net loss from discontinued operations, net of tax |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | |||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Diluted |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | |||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Denominator: |
||||||||||||||||||||
Weighted average shares outstanding - basic |
||||||||||||||||||||
Dilutive effect of share-based awards |
||||||||||||||||||||
Weighted average shares outstanding - diluted |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Per share data |
||||||||||||||||||||
Basic: |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | |||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Diluted: |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | |||||||
|
|
|
|
|
|
|
|
|
|
Successor |
Predecessor |
|||||||||||||||||||
Three Months Ended September 30, 2021 |
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Three Months Ended September 30, 2020 |
Nine Months Ended September 30, 2020 |
||||||||||||||||
Share-based awards |
||||||||||||||||||||
Warrants (1) |
(1) |
Represents the total number of warrants outstanding which did not have a dilutive effect. In periods where the warrants are determined to be dilutive, the number of shares which will be included in the computation of diluted shares is determined using the treasury stock method, adjusted for mandatory exercise provisions under the warrant agreements if applicable. |
Successor |
Predecessor |
|||||||
September 30, 2021 |
December 31, 2020 |
|||||||
Drilling equipment and facilities |
$ | $ | ||||||
Construction in progress |
||||||||
Other |
||||||||
|
|
|
|
|||||
Property and equipment, at cost |
$ | $ | ||||||
|
|
|
|
Successor |
Predecessor |
|||||||||||||||||||
Three Months Ended September 30, 2021 |
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Three Months Ended September 30, 2020 |
Nine Months Ended September 30, 2020 |
||||||||||||||||
Net income before income taxes (1) |
$ |
$ |
$ |
$ |
$ |
(1) |
Excludes Reorganization items, net |
• | as of the last day of each fiscal quarter in 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 (x) Asset Coverage Aggregate Rig Value (as defined in the Revolving Credit Agreement) to (y) 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 |
Predecessor |
|||||||||||||||
September 30, 2021 |
December 31, 2020 |
|||||||||||||||
Carrying Value |
Estimated Fair Value |
Carrying Value |
Estimated Fair Value |
|||||||||||||
Senior secured notes: |
||||||||||||||||
|
$ | $ | $ | $ | ||||||||||||
Senior unsecured notes: |
||||||||||||||||
|
||||||||||||||||
|
||||||||||||||||
|
||||||||||||||||
|
||||||||||||||||
|
||||||||||||||||
|
||||||||||||||||
|
||||||||||||||||
|
||||||||||||||||
|
||||||||||||||||
|
||||||||||||||||
Credit facility: |
||||||||||||||||
Senior Secured Revolving Credit Facility matures July 2025 |
||||||||||||||||
2017 Credit Facility matures January 2023 |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total debt |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Less: Current maturities of long-term debt |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Long-term debt |
$ |
$ |
$ |
$ |
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 income (loss) |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Balance at 3/31/2020 (Predecessor) |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Activity during period: |
||||||||||||
Other comprehensive loss before reclassifications |
( |
) | ( |
) | ||||||||
Amounts reclassified from AOCI |
||||||||||||
|
|
|
|
|
|
|||||||
Net other comprehensive income (loss) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Balance at 6/30/2020 (Predecessor) |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Activity during period: |
||||||||||||
Other comprehensive income (loss) before reclassifications |
||||||||||||
Amounts reclassified from AOCI |
||||||||||||
|
|
|
|
|
|
|||||||
Net other comprehensive income |
||||||||||||
|
|
|
|
|
|
|||||||
Balance at 9/30/20 (Predecessor) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Balance at 12/31/2020 (Predecessor) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Activity during period: |
||||||||||||
Other comprehensive loss before reclassifications |
( |
) | ( |
) | ||||||||
Amounts reclassified from AOCI |
||||||||||||
|
|
|
|
|
|
|||||||
Net other comprehensive income (loss) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Cancellation of Predecessor equity |
||||||||||||
|
|
|
|
|
|
|||||||
Balance at 2/5/2021 (Predecessor) |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|||||||
Balance at 2/6/2021 (Successor) |
$ | $ | $ | |||||||||
Activity during period: |
||||||||||||
Other comprehensive income before reclassifications |
||||||||||||
Amounts reclassified from AOCI |
||||||||||||
|
|
|
|
|
|
|||||||
Net other comprehensive income |
||||||||||||
|
|
|
|
|
|
|||||||
Balance at 3/31/2021 (Successor) |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|||||||
Activity during period: |
||||||||||||
Other comprehensive income before reclassifications |
||||||||||||
Amounts reclassified from AOCI |
||||||||||||
|
|
|
|
|
|
|||||||
Net other comprehensive income |
||||||||||||
|
|
|
|
|
|
|||||||
Balance at 6/30/2021 (Successor) |
$ | $ | $ | |||||||||
|
|
|
|
|
|
Defined Benefit Pension Items (1) |
Foreign Currency Items |
Total |
||||||||||
Activity during period: |
||||||||||||
Other comprehensive loss before reclassifications |
( |
) |
( |
) | ||||||||
Amounts reclassified from AOCI |
||||||||||||
|
|
|
|
|
|
|||||||
Net other comprehensive loss |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|||||||
Balance at 9/30/2021 (Successor) |
$ |
( |
) |
$ |
$ |
( |
) | |||||
|
|
|
|
|
|
(1) |
Defined benefit pension items relate to actuarial changes, the amortization of prior service costs and the unrealized gain (loss) on foreign exchange on pension assets. Reclassifications from AOCI are recognized as expense on our Condensed Consolidated Statements of Operations through “Other income (expense).” See “Note 13—Employee Benefit Plans” for additional information. |
Successor |
Predecessor |
|||||||
September 30, 2021 |
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 12/31/2019 (Predecessor) |
$ | $ | ( |
) | ||||
Amortization of deferred costs |
( |
) | — | |||||
Additions to deferred costs |
— | |||||||
Amortization of deferred revenue |
— | |||||||
Additions to deferred revenue |
— | ( |
) | |||||
|
|
|
|
|||||
Total |
( |
) | ||||||
|
|
|
|
|||||
|
|
|
|
|||||
Net balance at 9 /30/2020 (Predecessor) |
$ | $ | ( |
) | ||||
|
|
|
|
|||||
Net balance at 12/31/2020 (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 9 /30/2021 (Successor) |
$ | $ | ( |
) | ||||
|
|
|
|
For the Years Ended December 31, |
||||||||||||||||||||||||
2021 (1) |
2022 |
2023 |
2024 |
2025 and beyond |
Total |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Floaters |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Jackups |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents a three-month period beginning October 1, 2021. |
Successor |
Predecessor |
|||||||
Three Months Ended September 30, 2021 |
Three Months Ended September 30, 2020 |
|||||||
Floaters |
$ | $ | ||||||
Jackups |
||||||||
|
|
|
|
|||||
Total |
$ | $ | ||||||
|
|
|
|
Successor |
Predecessor |
|||||||||||
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Nine Months Ended September 30, 2020 |
||||||||||
Floaters |
$ | $ | $ | |||||||||
Jackups |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
$ | $ | $ | |||||||||
|
|
|
|
|
|
Successor |
Predecessor |
|||||||||||||||
Three Months Ended September 30, 2021 |
Three Months Ended September 30, 2020 |
|||||||||||||||
Non-US |
US |
Non-US |
US |
|||||||||||||
Interest cost |
$ | $ | $ | $ | ||||||||||||
Return on plan assets |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Recognized net actuarial loss |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net pension benefit cost (gain) |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
|
|
|
|
|
|
|
|
Successor |
Predecessor |
|||||||||||||||||||||||
Period From February 6, 2021 through September 30, 2021 |
Period From January 1, 2021 through February 5, 2021 |
Nine Months Ended September 30, 2020 |
||||||||||||||||||||||
Non-US |
US |
Non-US |
US |
Non-US |
US |
|||||||||||||||||||
Interest cost |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Return on plan assets |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Recognized net actuarial loss |
— | — | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net pension benefit cost (gain) |
$ | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Successor: |
September 30, 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) |
|||||||||||||
Assets |
||||||||||||||||
Marketable securities |
$ |
$ |
$ |
$ |
||||||||||||
Predecessor: |
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) |
|||||||||||||
Assets |
||||||||||||||||
Marketable securities |
$ | $ | $ | $ |
Noble |
||||||||||||
Successor |
Predecessor |
|||||||||||
Period From February 6, 2021 through Septe 30,mber 2021 |
Period From January 1, 2021 through February 5, 2021 |
Nine MonthsEnded September 30,2020 |
||||||||||
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 September 30,2021 |
Period From January 1, 2021 through February 5, 2021 |
Nine MonthsEnded September 30,2020 |
||||||||||
Accounts receivable |
$ | ( |
) | $ | ( |
) | $ | |||||
Other current assets |
||||||||||||
Other assets |
( |
) | ||||||||||
Accounts payable |
( |
) | ( |
) | ||||||||
Other current liabilities |
||||||||||||
Other liabilities |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Total net change in assets and liabilities |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
December 31, 2020 |
December 31, 2019 |
|||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Accounts receivable, net of allowance for credit losses of $ |
||||||||
Taxes receivable |
||||||||
Prepaid expenses and other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
|
|
|
|
|||||
Property and equipment, at cost |
||||||||
Accumulated depreciation |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Property and equipment, net |
||||||||
|
|
|
|
|||||
Other assets |
||||||||
|
|
|
|
|||||
Total assets |
$ | $ | ||||||
|
|
|
|
|||||
LIABILITIES AND EQUITY |
||||||||
Current liabilities |
||||||||
Current maturities of long-term debt |
$ | — | $ | |||||
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 |
||||||||
Common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Retained earnings (accumulated deficit) |
( |
) | ||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total shareholders’ equity |
( |
) | ||||||
Total liabilities and equity |
$ | $ | ||||||
|
|
|
|
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Operating revenues |
||||||||||||
Contract drilling services |
$ | $ | $ | |||||||||
Reimbursables and other |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
Operating costs and expenses |
||||||||||||
Contract drilling services |
||||||||||||
Reimbursables |
||||||||||||
Depreciation and amortization |
||||||||||||
General and administrative |
||||||||||||
Pre-petition charges |
||||||||||||
Loss on impairment |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
Operating loss |
( |
) | ( |
) | ( |
) | ||||||
Other income (expense) |
||||||||||||
Interest expense, net of amount capitalized |
( |
) | ( |
) | ( |
) | ||||||
Gain (loss) on extinguishment of debt, net |
( |
) | ||||||||||
Interest income and other, net |
||||||||||||
Reorganization items, net |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Loss from continuing operations before income taxes |
( |
) | ( |
) | ( |
) | ||||||
Income tax benefit |
||||||||||||
|
|
|
|
|
|
|||||||
Net loss from continuing operations |
( |
) | ( |
) | ( |
) | ||||||
Net loss from discontinued operations, net of tax |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net loss |
( |
) | ( |
) | ( |
) | ||||||
Net loss attributable to noncontrolling interests |
||||||||||||
|
|
|
|
|
|
|||||||
Net loss attributable to Noble Corporation |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Net loss attributable to Noble Corporation |
||||||||||||
Loss from continuing operations |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Net loss from discontinued operations, net of tax |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net loss attributable to Noble Corporation |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Per share data |
||||||||||||
Basic: |
||||||||||||
Loss from continuing operations |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Loss from discontinued operations |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net loss attributable to Noble Corporation |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Diluted: |
||||||||||||
Loss from continuing operations |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Loss from discontinued operations |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net loss attributable to Noble Corporation |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Weighted- Average Shares Outstanding |
||||||||||||
Basic |
||||||||||||
Diluted |
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Net 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 $ |
( |
) | ||||||||||
Prior service cost arising during the period (net of tax provision (benefit) of |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Other comprehensive income (loss), net |
( |
) | ( |
) | ||||||||
Net comprehensive loss attributable to noncontrolling interests |
||||||||||||
|
|
|
|
|
|
|||||||
Comprehensive loss attributable to Noble Corporation |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Cash flows from operating activities |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Adjustments to reconcile net loss to net cash flow from operating activities: |
||||||||||||
Depreciation and amortization |
||||||||||||
Loss on impairment |
||||||||||||
(Gain) loss on extinguishment of debt, net |
( |
) | ( |
) | ||||||||
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 operating activities |
||||||||||||
|
|
|
|
|
|
|||||||
Cash flows from investing activities |
||||||||||||
Capital expenditures |
( |
) | ( |
) | ( |
) | ||||||
Proceeds from disposal of assets, net |
||||||||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Cash flows from financing activities |
||||||||||||
Issuance of senior notes |
||||||||||||
Borrowings on credit facilities |
||||||||||||
Repayments of credit facilities |
( |
) | ||||||||||
Repayments of debt |
( |
) | ( |
) | ( |
) | ||||||
Debt issuance costs |
( |
) | ( |
) | ||||||||
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 Capital |
Retained Earnings (accumulated deficit) |
Accumulated Other Comprehensive Loss |
Noncontrolling Interests |
Total Equity |
|||||||||||||||||||||||
Balance |
Par Value |
|||||||||||||||||||||||||||
Balance at December 31, 2017 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
Tax effects of intra-entity asset transfers |
— | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||
Stranded tax effect resulting from the Tax Cuts and Jobs Act |
— | — | — | ( |
) | — | — | |||||||||||||||||||||
Adjustment for adopting the revenue recognition standard |
— | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at January 1, 2018 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Employee related equity activity |
||||||||||||||||||||||||||||
Amortization of share-based compensation |
— | — | — | — | — | |||||||||||||||||||||||
Issuance of share-based compensation shares |
( |
) | — | — | — | |||||||||||||||||||||||
Tax benefit of equity transactions |
— | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ( |
) | ||||||||||||||||||
Dividends paid to noncontrolling interests |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Dividend equivalents (1) |
— | — | — | — | — | |||||||||||||||||||||||
Other comprehensive loss, net |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2018 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
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 |
$ | $ | $ | $ | ( |
) | $ | — | $ | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
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 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Activity associated with dividend equivalents, which are related to 2016 performance awards to be paid upon vesting. |
December 31, 2020 |
December 31, 2019 |
|||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Accounts receivable, net of allowance for credit losses of $ |
||||||||
Accounts receivable from affiliates |
— | |||||||
Taxes receivable |
||||||||
Prepaid expenses and other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
|
|
|
|
|||||
Property and equipment, at cost |
||||||||
Accumulated depreciation |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Property and equipment, net |
||||||||
|
|
|
|
|||||
Other assets |
||||||||
|
|
|
|
|||||
Total assets |
$ | $ | ||||||
|
|
|
|
|||||
LIABILITIES AND EQUITY |
||||||||
Current liabilities |
||||||||
Current maturities of long-term debt |
$ | — | $ | |||||
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 |
||||||||
Common stock, $ |
||||||||
Capital in excess of par value |
||||||||
Retained earnings (accumulated deficit) |
( |
) | ||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total shareholder equity |
( |
) | ||||||
Total liabilities and equity |
$ | $ | ||||||
|
|
|
|
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Operating revenues |
||||||||||||
Contract drilling services |
$ | $ | $ | |||||||||
Reimbursables and other |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
Operating costs and expenses |
||||||||||||
Contract drilling services |
||||||||||||
Reimbursables |
||||||||||||
Depreciation and amortization |
||||||||||||
General and administrative |
||||||||||||
Loss on impairment |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
Operating loss |
( |
) | ( |
) | ( |
) | ||||||
Other income (expense) |
||||||||||||
Interest expense, net of amount capitalized |
( |
) | ( |
) | ( |
) | ||||||
Gain (loss) on extinguishment of debt, net |
( |
) | ||||||||||
Interest income and other, net |
||||||||||||
Reorganization items, net |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Loss from continuing operations before income taxes |
( |
) | ( |
) | ( |
) | ||||||
Income tax benefit |
||||||||||||
|
|
|
|
|
|
|||||||
Net loss from continuing operations |
( |
) | ( |
) | ( |
) | ||||||
Net income from discontinued operations, net of tax |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net loss |
( |
) | ( |
) | ( |
) | ||||||
Net loss attributable to noncontrolling interests |
||||||||||||
|
|
|
|
|
|
|||||||
Net loss attributable to Noble Finance Company |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Net 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 $ |
( |
) | ||||||||||
Prior service cost arising during the period (net of tax provision (benefit) of |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Other comprehensive income (loss), net |
( |
) | ( |
) | ||||||||
Net comprehensive loss attributable to noncontrolling interests |
||||||||||||
|
|
|
|
|
|
|||||||
Comprehensive loss attributable to Noble Finance Company |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Cash flows from operating activities |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Adjustments to reconcile net loss to net cash flow from operating activities: |
||||||||||||
Depreciation and amortization |
||||||||||||
Loss on impairment |
||||||||||||
(Gain) loss on extinguishment of debt, 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 operating activities |
||||||||||||
|
|
|
|
|
|
|||||||
Cash flows from investing activities |
||||||||||||
Capital expenditures |
( |
) | ( |
) | ( |
) | ||||||
Proceeds from disposal of assets |
||||||||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Cash flows from financing activities |
||||||||||||
Borrowings on credit facilities |
||||||||||||
Issuance of senior notes |
||||||||||||
Repayment of credit facilities |
( |
) | ||||||||||
Repayments of debt |
( |
) | ( |
) | ( |
) | ||||||
Debt issuance costs |
( |
) | ( |
) | ||||||||
Purchase of noncontrolling interests |
( |
) | ||||||||||
Dividends paid to noncontrolling interests |
( |
) | ( |
) | ||||||||
Contributions (distributions) from (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 Capital |
Retained Earnings (accumulated deficit) |
Accumulated Other Comprehensive Loss |
Noncontrolling Interests |
Total Equity |
|||||||||||||||||||||||
Balance |
Par Value |
|||||||||||||||||||||||||||
Balance at December 31, 2017 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
Tax effects of intra-entity asset transfers |
— | ( |
) | ( |
) | |||||||||||||||||||||||
Stranded tax effect resulting from the Tax Cuts and Jobs Act |
— | ( |
) | |||||||||||||||||||||||||
Adjustment for adopting the revenue recognition standard |
( |
) | ( |
) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at January 1, 2018 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
Contributions from parent company, net |
— | ( |
) | ( |
) | |||||||||||||||||||||||
Capital contribution by parent—share-based compensation |
— | |||||||||||||||||||||||||||
Net loss |
— | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||
Dividends paid to noncontrolling interests |
— | ( |
) | ( |
) | |||||||||||||||||||||||
Other comprehensive income, net |
— | ( |
) | ( |
) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2018 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
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 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Distributions to parent company, net |
— | ( |
) | ( |
) | |||||||||||||||||||||||
Capital contribution by parent—share-based compensation |
— | |||||||||||||||||||||||||||
Net loss |
— | ( |
) | ( |
) | |||||||||||||||||||||||
Other comprehensive loss, net |
— | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2020 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
• | Appointed re-appointed pursuant to the Plan; |
• | Terminated and cancelled all common stock 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 “Exit Credit Agreement”) that provides for a $ |
• | Entered into an exchange agreement with certain Backstop Parties which provided that, as soon as reasonably practicable after the Effective Date, the other parties to such agreement would deliver to the Company an aggregate of approximately |
exchange for the issuance of penny warrants to purchase up to approximately |
• | Entered into an indenture governing the Second Lien Notes; |
• | Entered into a registration rights agreement with certain parties who received New Shares under the Plan; and |
• | Entered into a registration rights agreement with certain parties who received Second Lien Notes under the Plan. |
Noble |
Finco |
|||||||
December 31, 2020 |
December 31, 2020 |
|||||||
Adjustments for estimated litigation claims (1) |
( |
) | ||||||
Write-off of debt financing costs and discount |
||||||||
Professional fees (1) |
||||||||
Revision of estimated claims |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Reorganization items, net |
$ | $ | ||||||
|
|
|
|
(1) |
Payments of $ |
Noble |
Finco |
|||||||
December 31, 2020 |
December 31, 2020 |
|||||||
|
$ | $ | ||||||
|
||||||||
|
||||||||
|
||||||||
|
||||||||
|
||||||||
|
||||||||
|
||||||||
|
||||||||
|
||||||||
2017 Credit Facility |
||||||||
Litigation |
||||||||
Accrued and unpaid interest |
||||||||
Accounts payable and other liabilities |
||||||||
Lease liabilities |
||||||||
|
|
|
|
|||||
Total consolidated liabilities subject to compromise |
$ | $ |
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Numerator: |
||||||||||||
Basic |
||||||||||||
Net loss from continuing operations |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Net loss from discontinued operations, net of tax |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net loss attributable to Noble Corporation |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Diluted |
||||||||||||
Net loss from continuing operations |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Net loss from discontinued operations, net of tax |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net loss attributable to Noble Corporation |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Denominator: |
||||||||||||
Weighted average shares outstanding—basic |
||||||||||||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding—diluted |
||||||||||||
|
|
|
|
|
|
|||||||
Loss per share |
||||||||||||
Basic: |
||||||||||||
Loss from continuing operations |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Loss from discontinued operations |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net loss attributable to Noble Corporation |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Diluted: |
||||||||||||
Loss from continuing operations |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Loss from discontinued operations |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net loss attributable to Noble Corporation |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Dividends per share |
$ | $ | $ |
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Drilling equipment and facilities |
$ | $ | ||||||
Construction in progress |
||||||||
Other |
||||||||
|
|
|
|
|||||
Property and equipment, at cost |
$ | $ | ||||||
|
|
|
|
December 31, 2020 (1) |
December 31, 2019 |
|||||||||||||||
Carrying Value |
Estimated Fair Value |
Carrying Value |
Estimated Fair Value |
|||||||||||||
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 |
||||||||||||||||
Seller loans: |
||||||||||||||||
Seller-financed secured loan due September 2022 |
||||||||||||||||
Seller-financed secured loan due February 2023 |
||||||||||||||||
Credit facility: |
||||||||||||||||
2017 Credit Facility due to mature January 2023 |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total debt |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Less: Current maturities of long-term debt |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Long-term debt (2) |
$ |
$ |
$ |
$ |
||||||||||||
|
|
|
|
|
|
|
|
(1) |
Includes write-off of applicable deferred financing cost and discounts of $ |
(2) |
All of our long-term debt as of December 31, 2020 has been presented as “Liabilities subject to compromise”. See “Note 2—Chapter 11 Proceedings” for additional information. |
• | as of the last day of each fiscal quarter in 2021, Adjusted EBITDA (as defined in the Exit Credit Agreement) is not permitted to be lower than (i) $ |
• | 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 Exit Credit Agreement) is not permitted to be less than (i) |
• | for each fiscal quarter ending on or after June 30, 2021, the ratio of (x) Asset Coverage Aggregate Rig Value (as defined in the Exit Credit Agreement) to (y) the aggregate principal amount of loans and letters of credit outstanding under the Exit Credit Facility (the “Asset Coverage Ratio”) as of the last day of any such fiscal quarter is not permitted to be less than |
2020 |
2019 |
2018 |
||||||||||||||||||||||
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 year |
$ | $ | $ | |||||||||||||||||||||
Expired |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Outstanding at end of year (1) |
||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Exercisable at end of year (1) |
$ | $ | $ | |||||||||||||||||||||
|
|
|
|
|
|
(1) |
Options outstanding and exercisable at December 31, 2020 had |
Options Outstanding and Exercisable |
||||||||||||
Number of Shares Underlying Options |
Weighted Average Remaining Life (Years) |
Weighted Average Exercise Price |
||||||||||
$ |
$ | |||||||||||
$ |
||||||||||||
$ |
||||||||||||
|
|
|||||||||||
Total |
$ | |||||||||||
|
|
2020 |
2019 |
2018 |
||||||||||
Valuation assumptions: |
||||||||||||
Expected volatility |
% | % | % | |||||||||
Risk-free interest rate |
% | % | % |
2020 |
2019 |
2018 |
||||||||||
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 | 2020 | |||||||||
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, 2020 |
$ | $ | ||||||||||||||
Awarded |
||||||||||||||||
Vested |
( |
) | ( |
) | ||||||||||||
Forfeited |
( |
) | ( |
) | ||||||||||||
|
|
|
|
|||||||||||||
Non-vested RSUs at December 31, 2020 |
$ | $ | ||||||||||||||
|
|
|
|
(1) |
For awards granted prior to 2019, the number of PVRSUs shown equals the units that would vest if the “maximum” level of performance is achieved. The minimum number of units is |
Number of Awards |
Weighted Average Award-Date Fair Value |
|||||||
Non-vested Liability-Classified Award at January 1, 2020 |
$ | |||||||
Awarded |
||||||||
Vested (1) |
( |
) | ||||||
Forfeited |
( |
) | ||||||
|
|
|||||||
Non-vested Liability-Classified Awards at December 31, 2020 |
$ |
(1) |
As of December 31, 2020, approximately |
Defined Benefit Pension Items (1) |
Foreign Currency Items |
Total |
||||||||||
Balance at December 31, 2018 |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Activity during period: |
||||||||||||
Other comprehensive loss before reclassifications |
||||||||||||
Amounts reclassified from AOCI |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Net other comprehensive loss |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Balance at December 31, 2019 |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Activity during period: |
||||||||||||
Other comprehensive income before reclassifications |
( |
) | ( |
) | ||||||||
Amounts reclassified from AOCI |
||||||||||||
|
|
|
|
|
|
|||||||
Net other comprehensive income (loss) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Balance at December 31, 2020 |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
(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 13—Employee Benefit Plans” for additional information. |
December 31, 2020 |
December 31, 2019 |
|||||||
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, 2018 |
$ | $ | ( |
) | ||||
Amortization of deferred costs |
( |
) | — | |||||
Additions to deferred costs |
— | |||||||
Amortization of deferred revenue |
— | |||||||
Additions to deferred revenue |
— | ( |
) | |||||
|
|
|
|
|||||
Total |
( |
) | ||||||
|
|
|
|
|||||
Net balance at December 31, 2019 |
$ | $ | ( |
) | ||||
Amortization of deferred costs |
( |
) | — | |||||
Additions to deferred costs |
— | |||||||
Amortization of deferred revenue |
— | |||||||
Additions to deferred revenue |
— | ( |
) | |||||
|
|
|
|
|||||
Total |
( |
) | ||||||
|
|
|
|
|||||
Net balance at December 31, 2020 |
$ | $ | ( |
) | ||||
|
|
|
|
Year Ending December 31, |
||||||||||||||||||||||||
2021 |
2022 |
2023 |
2024 |
2025 and beyond |
Total |
|||||||||||||||||||
Floaters |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Jackups |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||
Floaters (1) |
||||||||
Jackups |
||||||||
|
|
|
|
|||||
Total (1) |
||||||||
|
|
|
|
(1) |
Includes the impact of the Noble Bully II |
December 31, 2020 |
December 31, 2019 |
|||||||
Operating Leases |
||||||||
Operating lease right-of-use |
$ | $ | ||||||
|
||||||||
|
||||||||
Weighted average remaining lease term for operating leases (years) |
||||||||
Weighted average discounted rate for operating leases |
% | % |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||
Operating lease cost |
$ | $ | ||||||
Short-term lease cost |
||||||||
Variable lease cost |
||||||||
|
|
|
|
|||||
Total lease cost |
$ | $ | ||||||
|
|
|
|
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||
Cash paid for amounts included in the measurement of lease liabilities: |
||||||||
Operating cash flows from operating leases |
$ | $ |
Operating Leases |
||||
2021 |
$ | |||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
Thereafter |
||||
|
|
|||
Total lease payments |
||||
Less: Interest |
( |
) | ||
|
|
|||
Present value of lease liability (1) |
$ | |||
|
|
(1) |
Includes $ |
2020 |
2019 |
|||||||
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 |
||||||||
Disallowed interest deduction carryforwards |
||||||||
Deferred pension plan amounts |
||||||||
|
|
|
|
|||||
Deferred tax assets |
||||||||
Less: valuation allowance |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net deferred tax assets |
$ | $ | ||||||
|
|
|
|
|||||
Deferred tax liabilities |
||||||||
United States |
||||||||
Excess of net book basis over remaining tax basis |
$ | ( |
) | $ | ( |
) | ||
Other |
( |
) | ( |
) | ||||
Non-United States |
||||||||
Excess of net book basis over remaining tax basis |
( |
) | ( |
) | ||||
Other |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Deferred tax liabilities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net deferred tax liabilities |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
United States |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Non-United States |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Current- United States |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Current- Non-United States |
||||||||||||
Deferred- United States |
( |
) | ( |
) | ( |
) | ||||||
Deferred- Non-United States |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Total |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
2020 |
2019 |
2018 |
||||||||||
Gross balance at January 1, |
$ | $ | $ | |||||||||
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 December 31, |
||||||||||||
Related tax benefits |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Net reserve at December 31, |
$ | $ | $ | |||||||||
|
|
|
|
|
|
2020 |
2019 |
|||||||
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 |
$ | $ | ||||||
|
|
|
|
• | gross benefit of $ |
• | the application of the CARES Act of $ |
• | release of reserves related to the closure of the 2012-2017 US tax audit of $ |
• | tax impact of an internal restructuring net of resulting adjustment of the valuation allowance of $ |
• | a 2019 US return-to-provision |
• | an increase in UK valuation allowance of $ |
• | an increase in non-US reserve of $ |
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Effect of: |
||||||||||||
Tax rates which are different than the UK and Cayman Island 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 |
||||||||||||
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||||||
2020 |
2019 |
|||||||||||||||
Non-US |
US |
Non-US |
US |
|||||||||||||
Benefit obligation at beginning of year |
$ | $ | $ | $ | ||||||||||||
Service cost |
||||||||||||||||
Interest cost |
||||||||||||||||
Actuarial loss (gain) |
||||||||||||||||
Plan amendments |
||||||||||||||||
Benefits paid |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Settlements and curtailments |
( |
) | ( |
) | ( |
) | ||||||||||
Foreign exchange rate changes |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Benefit obligation at end of year |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||||||
2020 |
2019 |
|||||||||||||||
Non-US |
US |
Non-US |
US |
|||||||||||||
Fair value of plan assets at beginning of year |
$ | $ | $ | $ | ||||||||||||
Actual return on plan assets |
||||||||||||||||
Employer contributions |
||||||||||||||||
Benefits paid |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Settlement and curtailment |
( |
) | ( |
) | ( |
) | ||||||||||
Foreign exchange rate changes |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Fair value of plan assets at end of year |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||||||
2020 |
2019 |
|||||||||||||||
Non-US |
US |
Non-US |
US |
|||||||||||||
Funded status |
$ | $ | ( |
) | $ | $ | ( |
) |
Years Ended December 31, |
||||||||||||||||
2020 |
2019 |
|||||||||||||||
Non-US |
US |
Non-US |
US |
|||||||||||||
Other assets (noncurrent) |
$ | $ | $ | $ | ||||||||||||
Other liabilities (current) |
( |
) | ( |
) | ||||||||||||
Other liabilities (noncurrent) |
( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net amount recognized |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
|
|
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||||||
2020 |
2019 |
|||||||||||||||
Non-US |
US |
Non-US |
US |
|||||||||||||
Net actuarial loss |
$ | $ | $ | $ | ||||||||||||
Prior service cost |
||||||||||||||||
Deferred income tax asset |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Accumulated other comprehensive loss |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||||||||||||||
2020 |
2019 |
2018 |
||||||||||||||||||||||
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) |
$ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||||||
2020 |
2019 |
|||||||||||||||
Non-US |
US |
Non-US |
US |
|||||||||||||
Projected benefit obligation |
$ | $ | $ | $ | ||||||||||||
Accumulated benefit obligation |
||||||||||||||||
Fair value of plan assets |
Years Ended December 31, |
||||||||||||||||
2020 |
2019 |
|||||||||||||||
Non-US |
US |
Non-US |
US |
|||||||||||||
Projected benefit obligation |
$ | $ | $ | $ | ||||||||||||
Fair value of plan assets |
Years Ended December 31, |
||||||||||||||||
2020 |
2019 |
|||||||||||||||
Non-US |
US |
Non-US |
US |
|||||||||||||
Accumulated benefit obligation |
$ | $ | $ | $ | ||||||||||||
Fair value of plan assets |
Years Ended December 31, |
||||||||||||||||
2020 |
2019 |
|||||||||||||||
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 |
Years Ended December 31, | ||||||||||||
2020 |
2019 |
2018 | ||||||||||
Non-US |
US |
Non-US |
US |
Non-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 | N/A | N/A |
Year Ended 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 |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
Year Ended December 31, 2019 |
||||||||||||||||
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 |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
Year Ended 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 |
||||||||||||||||
Municipal bonds |
||||||||||||||||
Treasury bonds |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
Year Ended December 31, 2019 |
||||||||||||||||
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 |
||||||||||||||||
Municipal bonds |
$ | $ | ||||||||||||||
Treasury bonds |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
Payments by Period |
||||||||||||||||||||||||||||
Total |
2021 |
2022 |
2023 |
2024 |
2025 |
Thereafter |
||||||||||||||||||||||
Estimated benefit payments |
||||||||||||||||||||||||||||
Non-US plans |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
US plans |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total estimated benefit payments |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Gain/(loss) reclassified from AOCI to “Contract drilling services” costs |
||||||||
Cash flow hedges |
||||||||
Foreign currency forward contracts |
$ | $ |
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) |
|||||||||||||
Assets — |
||||||||||||||||
Marketable securities |
$ | $ | $ | $ |
December 31, 2019 |
||||||||||||||||
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 for Year Ended December 31, |
Identifiable Assets as of December 31, |
|||||||||||||||||||
2020 |
2019 |
2018 |
2020 |
2019 |
||||||||||||||||
Australia |
$ | $ | $ | $ | $ | |||||||||||||||
Brazil |
||||||||||||||||||||
Brunei |
||||||||||||||||||||
Bulgaria |
||||||||||||||||||||
Canada |
||||||||||||||||||||
Curacao |
||||||||||||||||||||
Denmark |
||||||||||||||||||||
East Timor |
||||||||||||||||||||
Egypt |
||||||||||||||||||||
Gabon |
||||||||||||||||||||
Guyana |
||||||||||||||||||||
Malaysia |
||||||||||||||||||||
Mexico |
||||||||||||||||||||
Myanmar |
||||||||||||||||||||
Qatar |
||||||||||||||||||||
Saudi Arabia |
||||||||||||||||||||
Singapore |
||||||||||||||||||||
Suriname |
( |
) | ||||||||||||||||||
Tanzania |
||||||||||||||||||||
Trinidad and Tobago |
||||||||||||||||||||
United Arab Emirates |
( |
) | ||||||||||||||||||
United Kingdom |
||||||||||||||||||||
United States |
||||||||||||||||||||
Vietnam |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | $ | $ | $ | $ | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
Noble |
Finco |
|||||||||||||||||||||||
December 31, |
December 31, |
|||||||||||||||||||||||
2020 |
2019 |
2018 |
2020 |
2019 |
2018 |
|||||||||||||||||||
Accounts receivable |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Other current assets |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Other assets |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Accounts payable |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Other current liabilities |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Other liabilities |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total net change in assets and liabilities |
$ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Noble |
Finco |
|||||||||||||||||||||||
December 31, |
December 31, |
|||||||||||||||||||||||
2020 |
2019 |
2018 |
2020 |
2019 |
2018 |
|||||||||||||||||||
Cash paid during the period for: |
||||||||||||||||||||||||
Interest, net of amounts capitalized |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Income taxes paid (refunded), net |
( |
) | ( |
) | ( |
) | ( |
) |
December 31, 2020 |
||||
ASSETS |
||||
Current assets |
||||
Cash and cash equivalents |
$ | |||
Accounts receivable |
||||
Receivables from non-debtor affiliates |
||||
Taxes receivable |
||||
Prepaid expenses and other current assets |
||||
Short-term notes receivable from non-debtor affiliates |
||||
|
|
|||
Total current assets |
||||
|
|
|||
Property and equipment, at cost |
||||
Accumulated depreciation |
( |
) | ||
|
|
|||
Property and equipment, net |
||||
|
|
|||
Investment in non-debtor affiliates |
||||
Receivables from non-debtor affiliates |
||||
Other assets |
||||
|
|
|||
Total assets |
$ | |||
|
|
|||
LIABILITIES AND EQUITY |
||||
Current liabilities |
||||
Accounts payable |
$ | |||
Accounts payable to non-debtor affiliates |
||||
Accrued payroll and related costs |
||||
Taxes payable |
||||
Other current liabilities |
||||
|
|
|||
Total current liabilities |
||||
|
|
|||
Deferred income taxes |
||||
Other liabilities |
||||
Liabilities subject to compromise, inclusive of payables to non-debtor affiliates of $ |
||||
|
|
|||
Total liabilities |
||||
|
|
|||
Total debtors’ equity |
||||
|
|
|||
Total liabilities and debtors’ equity |
$ | |||
|
|
Year Ended December 31, 2020 |
||||
Operating revenues |
||||
Contract drilling services |
$ | |||
Reimbursables and other |
||||
Non-debtor affiliates |
||||
|
|
|||
|
|
|||
Operating costs and expenses |
||||
Contract drilling services |
||||
Reimbursables |
||||
Depreciation and amortization |
||||
General and administrative |
||||
Pre-petition charges |
||||
Loss on impairment |
||||
|
|
|||
|
|
|||
Operating loss |
( |
) | ||
Other income (expense) |
||||
Interest expense, net of amounts capitalized |
( |
) | ||
Interest expense from non-debtor affiliates |
( |
) | ||
Gain on extinguishment of debt, net |
||||
Interest income and other, net |
||||
Interest income from non-debtor affiliates |
||||
Reorganization items, net |
( |
) | ||
|
|
|||
Loss from continuing operations before income taxes |
( |
) | ||
|
|
|||
Income tax benefit (provision) |
||||
|
|
|||
Net loss |
$ | ( |
) | |
|
|
Year Ended December 31, 2020 |
||||
Cash flows from operating activities |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash flow from operating activities: |
||||
Depreciation and amortization |
||||
Loss on impairment |
||||
Reorganization items, net |
( |
) | ||
Gain on extinguishment of debt, 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 changes in other operating assets and liabilities with non-debtor affiliates |
( |
) | ||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash flows from investing activities |
||||
Capital expenditures |
( |
) | ||
Proceeds from disposal of assets, net |
||||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash flows from financing activities |
||||
Borrowings on credit facilities |
||||
Repayments of senior notes |
( |
) | ||
Cash paid to settle equity awards |
( |
) | ||
Other financing activities with non-debtor affiliates |
||||
Taxes withheld on employee stock transactions |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net increase 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 |
$ | |||
|
|
Quarter Ended |
||||||||||||||||
March 31 |
June 30 |
September 30 |
December 31 |
|||||||||||||
2020 |
||||||||||||||||
Operating revenues |
$ | $ | $ | $ | ||||||||||||
Operating income (loss) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Net loss from continuing operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Net loss per share from continuing operations attributable to Noble (1) |
||||||||||||||||
Basic |
||||||||||||||||
Loss from continuing operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Diluted |
||||||||||||||||
Loss from continuing operations |
( |
) | ( |
) | ( |
) | ( |
) |
Quarter Ended |
||||||||||||||||
March 31 |
June 30 |
September 30 |
December 31 |
|||||||||||||
2019 |
||||||||||||||||
Operating revenues |
$ | $ | $ | $ | ||||||||||||
Operating loss |
( |
) | ( |
) | ( |
) | ||||||||||
Net loss from continuing operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Net loss from discontinued operations, net of tax |
( |
) | ||||||||||||||
Net loss per share from continuing operations attributable to Noble (1) |
||||||||||||||||
Basic |
||||||||||||||||
Loss from continuing operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Loss from discontinued operations |
( |
) | ||||||||||||||
Diluted |
||||||||||||||||
Loss from continuing operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Loss from discontinued operations |
( |
) |
(1) |
Net loss per share is computed independently for each of the quarters presented. Therefore, the sum of the quarters’ net loss per share may not equal the total computed for the year. |
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. |
For the 9 months ended 30 September |
||||||||||||
Notes |
2021 |
2020 |
||||||||||
USD million |
||||||||||||
Revenue |
1.1, 1.2 | 946 | 810 | |||||||||
Cost of sales (exclusive of depreciation and amortisation shown separately below) |
(669 | ) | (601 | ) | ||||||||
Special items |
1.3 | (14 | ) | (38 | ) | |||||||
Depreciation and amortisation |
(167 | ) | (231 | ) | ||||||||
Impairment reversals (losses), net |
1.4 | 11 | (1,504 | ) | ||||||||
Gain/(loss) on sale of non-current assets |
1.5 | 18 | (2 | ) | ||||||||
Share of results in joint ventures |
(1 | ) | (1 | ) | ||||||||
Profit/loss before financial items |
124 |
(1,567 |
) | |||||||||
Financial expenses, net |
(46 | ) | (54 | ) | ||||||||
Profit/loss before tax |
78 |
(1,621 |
) | |||||||||
Tax |
(18 | ) | 23 | |||||||||
Profit/loss for the period |
60 |
(1,598 |
) | |||||||||
Earnings in USD per share of DKK 10 for the period |
1.6 | 1.5 | (38.6 | ) | ||||||||
Diluted earnings in USD per share of DKK 10 for the period |
1.6 | 1.4 | (38.6 | ) |
For the 9 months ended 30 September |
||||||||
2021 |
2020 |
|||||||
USD million |
||||||||
Profit/loss for the period |
60 | (1,598 | ) | |||||
Cash flow hedges: |
||||||||
Value adjustment of hedges |
(5 | ) | (24 | ) | ||||
Reclassified to income statement |
8 | 11 | ||||||
|
|
|
|
|||||
Total items that have or will be reclassified to the income statement |
3 |
(13 |
) | |||||
|
|
|
|
|||||
Other comprehensive income, net of tax |
3 |
(13 |
) | |||||
|
|
|
|
|||||
Total comprehensive income for the period |
63 |
(1,611 |
) | |||||
|
|
|
|
For the 9 months ended 30 September |
||||||||
2021 |
2020 |
|||||||
USD million |
||||||||
Profit/loss before financial items |
124 | (1,567 | ) | |||||
Depreciation, amortisation and impairment reversals (losses), net |
156 | 1,735 | ||||||
Gain/loss on sale of non-current assets |
(18 | ) | 2 | |||||
Change in working capital |
(43 | ) | 1 | |||||
Change in provisions |
(11 | ) | 12 | |||||
Other non-cash items |
4 | 2 | ||||||
Taxes paid |
(23 | ) | (23 | ) | ||||
Cash flow from operating activities |
189 |
162 |
||||||
Purchase of intangible assets and property, plant and equipment |
(61 | ) | (154 | ) | ||||
Sale of property, plant and equipment |
32 | 38 | ||||||
Other financial investments |
(1 | ) | (1 | ) | ||||
Cash flow used for investing activities |
(30 |
) |
(117 |
) | ||||
Interest received |
— | 2 | ||||||
Interest paid |
(41 | ) | (50 | ) | ||||
Repayment of borrowings |
(115 | ) | (103 | ) | ||||
Purchase of treasury shares |
— | (5 | ) | |||||
Cash flow from financing activities |
(156 |
) |
(156 |
) | ||||
Net cash flow for the period |
3 |
(111 |
) | |||||
Cash and bank balances 1 January |
226 | 310 | ||||||
Currency translation effect on cash and bank balances |
(2 | ) | (1 | ) | ||||
Cash and bank balances, end of period |
227 |
198 |
||||||
30 September |
||||||||||||
Note |
2021 |
2020 |
||||||||||
USD million |
||||||||||||
Assets |
||||||||||||
Intangible assets |
12 | 16 | ||||||||||
Property, plant and equipment |
2,812 | 3,156 | ||||||||||
Right-of-use |
25 | 30 | ||||||||||
Financial non-current assets |
5 | 5 | ||||||||||
Deferred tax |
18 | 21 | ||||||||||
Total non-current assets |
2,872 |
3,228 |
||||||||||
Trade receivables |
260 | 224 | ||||||||||
Tax receivables |
21 | 10 | ||||||||||
Other receivables |
58 | 54 | ||||||||||
Prepayments |
59 | 85 | ||||||||||
Receivables, etc. |
398 |
373 |
||||||||||
Cash and bank balances |
227 | 198 | ||||||||||
Assets held for sale |
1.5 | 139 | — | |||||||||
Total current assets |
764 |
571 |
||||||||||
Total assets |
3,636 |
3,799 |
||||||||||
Equity and liabilities |
||||||||||||
Share capital |
63 | 63 | ||||||||||
Reserves and retained earnings |
2,020 | 2,003 | ||||||||||
Total equity |
2,083 |
2,066 |
||||||||||
Borrowings, non-current |
1,039 |
1,180 |
||||||||||
Provisions |
5 | 2 | ||||||||||
Deferred tax |
15 | 9 | ||||||||||
Derivatives |
22 | 38 | ||||||||||
Other non-current liabilities |
42 |
49 |
||||||||||
Total non-current liabilities |
1,081 |
1,229 |
||||||||||
Borrowings, current |
136 |
137 |
||||||||||
Provisions |
4 | 24 | ||||||||||
Trade payables |
172 | 152 | ||||||||||
Tax payables |
68 | 74 | ||||||||||
Other payables |
54 | 56 | ||||||||||
Deferred income |
38 | 61 | ||||||||||
Other current liabilities |
336 |
367 |
||||||||||
Total current liabilities |
472 |
504 |
||||||||||
Total liabilities |
1,553 |
1,733 |
||||||||||
Total equity and liabilities |
3,636 |
3,799 |
||||||||||
Share Capital |
Hedge Reserve |
Retained Earnings |
Total Equity |
|||||||||||||
USD million |
||||||||||||||||
Equity 1 January 2021 |
63 | (30 | ) | 1,984 | 2,017 | |||||||||||
Other comprehensive income, net of tax |
— | 3 | — | 3 | ||||||||||||
Profit for the period |
— | — | 60 | 60 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total comprehensive income for the period |
— | 3 |
60 |
63 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Value of share-based payments |
— | — | 3 | 3 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total transactions with shareholders |
— |
— |
3 |
3 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Equity 30 September 2021 |
63 |
(27 |
) |
2,047 |
2,083 |
|||||||||||
|
|
|
|
|
|
|
|
|||||||||
Equity 1 January 2020 |
63 | (23 | ) | 3,640 | 3,680 | |||||||||||
Other comprehensive income, net of tax |
— | (13 | ) | — | (13 | ) | ||||||||||
Loss for the period |
— | — | (1,598 | ) | (1,598 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total comprehensive income for the period |
— |
(13 |
) |
(1,598 |
) |
(1,611 |
) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Value of share-based payments |
— | — | 2 | 2 | ||||||||||||
Purchase of own shares |
(5 | ) | (5 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total transactions with shareholders |
— |
— |
(3 |
) |
(3 |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Equity 30 September 2020 |
63 |
(36 |
) |
2,039 |
2,066 |
|||||||||||
|
|
|
|
|
|
|
|
For the 9 months ended 30 September |
||||||||||||||||||||||||||||||||
2021 |
2020 |
|||||||||||||||||||||||||||||||
North Sea |
International |
Unallocated Activities |
Total |
North Sea |
International |
Unallocated Activities |
Total |
|||||||||||||||||||||||||
USD million |
||||||||||||||||||||||||||||||||
Revenue |
496 | 429 | 21 | 946 | 453 | 335 | 22 | 810 | ||||||||||||||||||||||||
EBITDA before special items |
200 | 68 | — | — | 198 | 2 | — | — | ||||||||||||||||||||||||
Depreciation and amortisation |
(96 | ) | (63 | ) | (8 | ) | (167 | ) | (142 | ) | (75 | ) | (14 | ) | (231 | ) | ||||||||||||||||
Impairment reversals (losses), net |
11 | — | — | 11 | (637 | ) | (847 | ) | (20 | ) | (1,504 | ) | ||||||||||||||||||||
Investments in non-current assets |
22 | 28 | 10 | 60 | 55 | 82 | 3 | 140 | ||||||||||||||||||||||||
Non-current assets(1) |
1,615 | 1,126 | 83 | 2,824 | 1,941 | 1,166 | 65 | 3,172 |
(1) | Comprises intangible assets and property, plant and equipment. |
For the 9 months ended 30 September |
||||||||
2021 |
2020 |
|||||||
USD million |
||||||||
Profit/Loss for the year |
60 | (1,598 | ) | |||||
Adjustments: |
||||||||
Tax expenses |
18 | (23 | ) | |||||
Financial expenses, net |
46 | 54 | ||||||
Share of results in joint ventures |
1 | 1 | ||||||
Gain (loss) on sale of non-current assets |
(18 | ) | 2 | |||||
Impairment reversals (losses), net |
(11 | ) | 1,504 | |||||
Depreciation and amortisation |
167 | 231 | ||||||
Special items |
14 | 38 | ||||||
EBITDA from unallocated activities |
(9 | ) | (9 | ) | ||||
|
|
|
|
|||||
EBITDA before special items |
268 |
200 |
||||||
|
|
|
|
For the 9 months ended 30 September 2021 |
||||||||||||||||
North Sea |
International |
Other |
Total |
|||||||||||||
USD million |
||||||||||||||||
Geographical split |
||||||||||||||||
Denmark |
7 | — | 2 | 9 | ||||||||||||
Norway |
372 | — | — | 372 | ||||||||||||
United Kingdom |
97 | — | — | 97 | ||||||||||||
The Netherlands |
20 | — | — | 20 | ||||||||||||
Angola |
— | 67 | — | 67 | ||||||||||||
Australia |
— | 75 | — | 75 | ||||||||||||
Azerbaijan |
— | 37 | — | 37 | ||||||||||||
Ghana |
— | 44 | — | 44 | ||||||||||||
Suriname |
— | 97 | — | 97 | ||||||||||||
Trinidad |
— | 49 | — | 49 | ||||||||||||
Other |
— | 60 | 19 | 79 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
496 |
429 |
21 |
946 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Composition of revenue |
||||||||||||||||
Day rate revenue |
399 | 339 | 19 | 757 | ||||||||||||
Other revenue |
97 | 90 | 2 | 189 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
496 |
429 |
21 |
946 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Type of revenue |
||||||||||||||||
Services component |
260 | 296 | 15 | 571 | ||||||||||||
Lease component |
236 | 133 | 6 | 375 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
496 |
429 |
21 |
946 |
||||||||||||
|
|
|
|
|
|
|
|
For the 9 months ended 30 September 2020 |
||||||||||||||||
North Sea |
International |
Other |
Total |
|||||||||||||
USD million |
||||||||||||||||
Geographical split |
||||||||||||||||
Denmark |
20 | — | 2 | 22 | ||||||||||||
Norway |
310 | — | 1 | 311 | ||||||||||||
United Kingdom |
94 | — | — | 94 | ||||||||||||
The Netherlands |
29 | — | — | 29 | ||||||||||||
Angola |
— | 36 | — | 36 | ||||||||||||
Australia |
— | 46 | — | 46 | ||||||||||||
Egypt |
— | 28 | — | 28 | ||||||||||||
Azerbaijan |
— | 83 | — | 83 | ||||||||||||
Ghana |
— | 59 | — | 59 | ||||||||||||
Suriname |
— | 4 | — | 4 | ||||||||||||
Trinidad |
— | 20 | — | 20 | ||||||||||||
Mexico |
— | 35 | — | 35 | ||||||||||||
Myanmar |
— | 24 | — | 24 | ||||||||||||
Other |
— | — | 19 | 19 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
453 |
335 |
22 |
810 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Composition of revenue |
||||||||||||||||
Day rate revenue |
403 | 285 | 17 | 705 | ||||||||||||
Other revenue |
50 | 50 | 5 | 105 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
453 |
335 |
22 |
810 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Type of revenue |
||||||||||||||||
Services component |
211 | 252 | 19 | 482 | ||||||||||||
Lease component |
242 | 83 | 3 | 328 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
453 |
335 |
22 |
810 |
||||||||||||
|
|
|
|
|
|
|
|
For the 9 months ended 30 September |
||||||||
2021 |
2020 |
|||||||
USD million |
||||||||
Transformation and restructuring costs |
1 | 23 | ||||||
COVID-19 costs not recharged to customers |
13 | 15 | ||||||
|
|
|
|
|||||
Special items, costs |
14 |
38 |
||||||
|
|
|
|
For the 9 months ended 30 September 2020 |
||||||||
Impairment losses |
Recoverable amount |
|||||||
USD million |
||||||||
Cash generating units |
||||||||
North-sea |
637 | 1,961 | ||||||
International |
847 | 1,202 | ||||||
Benign jack-ups |
20 | 68 | ||||||
|
|
|||||||
Total |
1,504 |
|||||||
|
|
• | USD (1,105) million and USD (1,856) million with a -/+ 1 percentage point change in the discount rate, keeping all other assumptions unchanged. |
• | USD (1,303) million and USD (1,689) million with a +/- 1 percentage point change in the growth rate after the 5-year forecast period, keeping all other assumptions unchanged. |
• | USD (692) million and USD (2,180) million with a +/- 5 percentage point change in EBITDA margin after the 5-year forecast period, keeping all other assumptions unchanged. |
• | USD (1,057) million and USD (1,951) million with a +/- 5 percentage point change in utilisation after the 5-year forecast, keeping all other assumptions unchanged. |
For the 9 months ended 30 September |
||||||||
2021 |
2020 |
|||||||
USD million |
||||||||
Gains |
18 | — | ||||||
Losses |
— | 2 | ||||||
|
|
|
|
|||||
Gain/loss on sale of non-current assets, net |
18 |
(2 |
) | |||||
|
|
|
|
|||||
Carrying amount of non-current assets |
14 | 40 | ||||||
|
|
|
|
|||||
Gain/loss on sale of non-current asset |
18 | (2 | ) | |||||
|
|
|
|
|||||
Cash flow from sale of non-current assets |
32 |
38 |
||||||
|
|
|
|
|||||
Carrying amount of assets held for sale |
139 |
— |
||||||
|
|
|
|
• | 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. |
Notes |
2020 |
2019 |
2018 |
|||||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||||||
USD million |
||||||||||||||||
Revenue |
1.1, 1.2 | 1,096 | 1,222 | 1,429 | ||||||||||||
Costs of sales (exclusive of depreciation and amortisation shown separately below) |
1.3 | (807 | ) | (807 | ) | (818 | ) | |||||||||
Special items |
1.4 | (42 | ) | (16 | ) | (16 | ) | |||||||||
Depreciation and amortisation |
2.1, 2.2, 2.3 | (286 | ) | (387 | ) | (403 | ) | |||||||||
Impairment (losses)/reversals |
2.4 | (1,580 | ) | (34 | ) | 810 | ||||||||||
Gain/(loss) on sale of non-current assets |
(2 | ) | 8 | — | ||||||||||||
Share of results in joint ventures |
(1 | ) | (2 | ) | (1 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Profit/loss before financial items |
(1,622 |
) |
(16 |
) |
1,001 |
|||||||||||
Financial expenses, net |
1.5 | (72 | ) | (68 | ) | (12 | ) | |||||||||
|
|
|
|
|
|
|||||||||||
Profit/loss before tax |
(1,694 |
) |
(84 |
) |
989 |
|||||||||||
Tax |
1.6 | 41 | (29 | ) | (48 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Profit/loss for the year |
(1,653 |
) |
(113 |
) |
941 |
|||||||||||
|
|
|
|
|
|
|||||||||||
Earnings in USD per share of DKK 10 for the year |
4.1 | (39.9 | ) | (2.7 | ) | 22.7 | ||||||||||
Diluted earnings in USD per share of DKK 10 for the year |
4.1 | (39.9 | ) | (2.7 | ) | 22.7 |
Notes |
2020 |
2019 |
2018 |
|||||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||||||
USD million |
||||||||||||||||
Profit/loss for the year |
(1,653 |
) |
(113 |
) |
941 |
|||||||||||
Cash flow hedges: |
||||||||||||||||
Value adjustment of hedges for the year |
3.5 | (20 | ) | (29 | ) | (5 | ) | |||||||||
Reclassified to income statement |
13 | 8 | 2 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total items that have or will be reclassified to the income statement |
(7 |
) |
(21 |
) |
(3 |
) | ||||||||||
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 |
(7 |
) |
(23 |
) |
(3 |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Total comprehensive income for the year |
(1,660 |
) |
(136 |
) |
938 |
|||||||||||
|
|
|
|
|
|
Notes |
2020 |
2019 |
2018 |
|||||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||||||
USD million |
||||||||||||||||
Profit/loss before financial items |
(1,622 | ) | (16 | ) | 1,001 | |||||||||||
Depreciation, amortisation and impairment losses/reversals, net |
2.1, 2.2, 2.3, 2.4 | 1,866 | 421 | (407 | ) | |||||||||||
Gain on sale of non-current assets |
— | (8 | ) | — | ||||||||||||
Loss on sale of non-current assets |
2 | — | — | |||||||||||||
Change in working capital |
2.11 | 27 | 57 | 11 | ||||||||||||
Change in provisions |
5 | (13 | ) | 16 | ||||||||||||
Other non-cash items |
(2 | ) | 3 | — | ||||||||||||
Taxes paid, net |
(9 | ) | (24 | ) | (28 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Cash flow from operating activities |
267 |
420 |
593 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Purchase of property, plant and equipment |
2.11 | (186 | ) | (307 | ) | (155 | ) | |||||||||
Sale of property, plant and equipment |
38 | 8 | 21 | |||||||||||||
Other financial investments |
(2 | ) | (4 | ) | (2 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Cash flow used for investing activities |
(150 |
) |
(303 |
) |
(136 |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Interest received |
2 | 6 | 47 | |||||||||||||
Interest paid |
(64 | ) | (83 | ) | (63 | ) | ||||||||||
Proceedings from borrowings |
— | — | 1,470 | |||||||||||||
Repayment of borrowings |
3.3 | (137 | ) | (103 | ) | (262 | ) | |||||||||
Purchase of treasury shares |
(5 | ) | — | — | ||||||||||||
Dividends distributed |
— | — | (1,326 | ) | ||||||||||||
|
|
|
|
|
|
|||||||||||
Cash flow from financing activities |
(204 |
) |
(180 |
) |
(134 |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Net cash flow for the year |
(87 |
) |
(63 |
) |
323 |
|||||||||||
|
|
|
|
|
|
|||||||||||
Cash and bank balances 1 January |
310 | 372 | 49 | |||||||||||||
Currency translation effect on cash and bank balances |
3 | 1 | 0 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Cash and bank balances 31 December |
226 |
310 |
372 |
|||||||||||||
|
|
|
|
|
|
Notes |
2020 |
2019 |
2018 |
|||||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||||||
USD million |
||||||||||||||||
Intangible assets |
2.1 | 15 | 31 | 56 | ||||||||||||
Property, plant and equipment |
2.2, 2.4 | 3,053 | 4,731 | 4,849 | ||||||||||||
Right-of-use |
2.3 | 28 | 31 | — | ||||||||||||
Financial non-current assets |
6 | 5 | 3 | |||||||||||||
Deferred tax |
2.5 | 15 | 3 | 2 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total non-current assets |
3,117 |
4,801 |
4,910 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Trade receivables |
3.4 | 210 | 264 | 339 | ||||||||||||
Tax receivables |
14 | 16 | — | |||||||||||||
Other receivables |
2.6 | 76 | 47 | 39 | ||||||||||||
Prepayments |
2.7 | 76 | 41 | 58 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Receivables, etc. |
376 |
368 |
436 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Cash and bank balances |
226 | 310 | 372 | |||||||||||||
Assets held for sale |
2.2 | — | 38 | — | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total current assets |
602 |
716 |
808 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Total assets |
3,719 |
5,517 |
5,718 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Share capital |
63 | 63 | 63 | |||||||||||||
Reserves and retained earnings |
1,954 | 3,617 | 3,751 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total equity |
2,017 |
3,680 |
3,814 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Borrowings, non-current |
3.3 | 1,149 |
1,273 |
1,375 |
||||||||||||
Provisions |
2.8 | 5 | 2 | 2 | ||||||||||||
Deferred tax |
2.5 | 12 | 47 | 60 | ||||||||||||
Derivatives |
3.5 | 33 | 22 | — | ||||||||||||
|
|
|
|
|
|
|||||||||||
Other non-current liabilities |
50 |
71 |
62 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Total non-current liabilities |
1,199 |
1,344 |
1,437 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Borrowings, current |
3.3 | 136 |
136 |
95 |
||||||||||||
Provisions |
15 | 13 | 26 | |||||||||||||
Trade payables |
167 | 180 | 196 | |||||||||||||
Tax payables |
65 | 69 | 40 | |||||||||||||
Other payables |
2.9 | 58 | 63 | 71 | ||||||||||||
Deferred income |
2.10 | 62 | 32 | 39 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Other current liabilities |
367 |
357 |
372 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Total current liabilities |
503 |
493 |
467 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities |
1,702 |
1,837 |
1,904 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Total equity and liabilities |
3,719 |
5,517 |
5,718 |
|||||||||||||
|
|
|
|
|
|
Share Capital |
Hedge Reserve |
Retained Earnings |
Total Equity |
|||||||||||||
USD million |
||||||||||||||||
2018 (unaudited) |
||||||||||||||||
Equity 1 January 2018 |
63 |
1 |
6,149 |
6,213 |
||||||||||||
Other comprehensive income, net of tax |
— | (3 | ) | — | (3 | ) | ||||||||||
Profit/loss for the year |
— | — | 941 | 941 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total comprehensive income for the year |
— | (3 |
) |
941 |
938 |
|||||||||||
|
|
|
|
|
|
|
|
|||||||||
Dividends to shareholders |
— | — | (3,337 | ) | (3,337 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total transactions with shareholders |
— |
— |
(3,337 |
) |
(3,337 |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Equity 31 December 2018 |
63 |
(2 |
) |
3,753 |
3,814 |
|||||||||||
|
|
|
|
|
|
|
|
|||||||||
2019 (audited) |
||||||||||||||||
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 31 December 2019 |
63 |
(23 |
) |
3,640 |
3,680 |
|||||||||||
|
|
|
|
|
|
|
|
|||||||||
2020 (audited) |
||||||||||||||||
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 31 December 2020 |
63 |
(30 |
) |
1,984 |
2,017 |
|||||||||||
|
|
|
|
|
|
|
|
Significant judgement/estimate |
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 | Medium | ||
Measurement of provisions |
2.8 Provisions | Low |
2020 |
2019 |
2018 |
||||||||||||||||||||||||||||||||||||||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||||||||||||||||||||||||||||||||||||||
North Sea |
Inter- national |
Unallocated Activities |
Total |
North Sea |
Inter- national |
Unallocated Activities |
Total |
North Sea |
Inter- national |
Unallocated Activities |
Total |
|||||||||||||||||||||||||||||||||||||
USD million |
||||||||||||||||||||||||||||||||||||||||||||||||
Revenue |
608 | 460 | 28 | 1,096 |
800 | 395 | 27 | 1,222 |
840 | 530 | 59 | 1,429 |
||||||||||||||||||||||||||||||||||||
EBITDA before special items |
264 | 18 | — | — |
385 | 28 | — | — |
459 | 163 | — | — |
||||||||||||||||||||||||||||||||||||
Depreciation and amortisation |
(177 | ) | (91 | ) | (18 | ) | (286 |
) |
(205 | ) | (157 | ) | (25 | ) | (387 |
) |
(184 | ) | (196 | ) | (23 | ) | (403 |
) | ||||||||||||||||||||||||
Impairment reversals (losses), net |
(714 | ) | (846 | ) | (20 | ) | (1,580 |
) |
— | — | (34 | ) | (34 |
) |
375 | 445 | (10 | ) | 810 |
|||||||||||||||||||||||||||||
Investments in non-current assets |
59 | 99 | 4 | 162 |
138 | 171 | — | 309 |
68 | 78 | 36 | 182 |
||||||||||||||||||||||||||||||||||||
Non-current assets(1) |
1,831 | 1,162 | 75 | 3,068 |
2,663 | 1,998 | 101 | 4,762 |
2,716 | 1,997 | 192 | 4,905 |
(1) | Comprises intangible assets and property, plant and equipment. |
Year ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
USD million |
||||||||||||
Profit/Loss for the year |
(1,653 | ) | (113 | ) | 941 | |||||||
Adjustments: |
||||||||||||
Tax expenses |
(41 | ) | 29 | 48 | ||||||||
Financial expenses, net |
72 | 68 | 12 | |||||||||
Share of results in joint ventures |
1 | 2 | 1 | |||||||||
Gain/(loss) on sale of non-current assets |
2 | (8 | ) | — | ||||||||
Impairment reversals (losses), net |
1,580 | 34 | (810 | ) | ||||||||
Depreciation and amortization |
286 | 387 | 403 | |||||||||
Special items |
42 | 16 | 16 | |||||||||
EBITDA from unallocated activities |
(7 | ) | (2 | ) | 11 | |||||||
|
|
|
|
|
|
|||||||
EBITDA before special items |
282 |
413 |
622 |
|||||||||
|
|
|
|
|
|
Revenue |
Non-current assets(1) |
|||||||||||||||||||||||
2020 |
2019 |
2018 |
2020 |
2019 |
2018 |
|||||||||||||||||||
(audited) |
(audited) |
(unaudited) |
(audited) |
(audited) |
(unaudited) |
|||||||||||||||||||
USD million |
||||||||||||||||||||||||
Geographical split |
||||||||||||||||||||||||
Denmark |
34 | 37 | 69 | 748 | 304 | 253 | ||||||||||||||||||
Norway |
424 | 559 | 630 | 1,054 | 1,912 | 1,943 | ||||||||||||||||||
United Kingdom |
118 | 156 | 130 | 63 | 440 | 312 | ||||||||||||||||||
United States of America |
— | — | 8 | — | — | 363 | ||||||||||||||||||
The Netherlands |
35 | 52 | — | 212 | 114 | — | ||||||||||||||||||
Angola |
62 | — | — | 134 | 328 | — | ||||||||||||||||||
Australia |
76 | — | — | 163 | — | — | ||||||||||||||||||
Egypt |
28 | 92 | 109 | — | 181 | 184 | ||||||||||||||||||
Azerbaijan |
110 | 79 | 105 | 118 | 143 | 138 | ||||||||||||||||||
Singapore |
— | — | — | — | 208 | 74 | ||||||||||||||||||
Ghana |
55 | 149 | 256 | — | 301 | 913 | ||||||||||||||||||
Suriname |
19 | — | — | 135 | — | — | ||||||||||||||||||
Trinidad |
28 | — | — | 176 | — | — | ||||||||||||||||||
Mexico |
54 | 18 | — | — | 495 | — | ||||||||||||||||||
Myanmar |
24 | 9 | — | — | 279 | — | ||||||||||||||||||
Other Americas |
— | — | — | — | — | 167 | ||||||||||||||||||
Other |
29 | 71 | 122 | 293 | 88 | 558 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
1,096 |
1,222 |
1,429 |
3,096 |
4,793 |
4,905 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Comprise intangible assets and property, plant and equipment and right-of-use |
2020 |
2019 |
2018 |
||||||||||||||||||||||||||||||||||||||||||||||
North Sea |
International |
Other |
Total |
North Sea |
International |
Other |
Total |
North Sea |
International |
Other |
Total |
|||||||||||||||||||||||||||||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||||||||||||||||||||||||||||||||||||||
USD million |
||||||||||||||||||||||||||||||||||||||||||||||||
Composition of revenue |
||||||||||||||||||||||||||||||||||||||||||||||||
Day rate revenue |
533 | 385 | 23 | 941 | 730 | 348 | 21 | 1,099 | 783 | 468 | 51 | 1,302 | ||||||||||||||||||||||||||||||||||||
Other revenues |
75 | 75 | 5 | 155 | 70 | 47 | 6 | 123 | 57 | 62 | 8 | 127 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total |
608 |
460 |
28 |
1,096 |
800 |
395 |
27 |
1,222 |
840 |
530 |
59 |
1,429 |
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Type of revenue |
||||||||||||||||||||||||||||||||||||||||||||||||
Services component |
293 | 344 | 25 | 662 | 385 | 274 | 24 | 683 | 346 | 295 | 24 | 665 | ||||||||||||||||||||||||||||||||||||
Lease component |
315 | 116 | 3 | 434 | 415 | 121 | 3 | 539 | 494 | 235 | 35 | 764 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total |
608 |
460 |
28 |
1,096 |
800 |
395 |
27 |
1,222 |
840 |
530 |
59 |
1,429 |
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
||||||||||||
Future minimum lease payments |
Performance obligations |
Total backlog |
||||||||||
(audited) |
||||||||||||
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 |
||||||||||
(audited) |
||||||||||||
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 |
|||||||||
|
|
|
|
|
|
2018 |
||||||||||||
Future minimum lease payments |
Performance obligations |
Total backlog |
||||||||||
(unaudited) |
||||||||||||
USD million |
||||||||||||
Within one year |
541 | 481 | 1,022 | |||||||||
Between one and five years |
701 | 676 | 1,377 | |||||||||
After five years |
35 | 32 | 67 | |||||||||
|
|
|
|
|
|
|||||||
Total |
1,277 |
1,189 |
2,466 |
|||||||||
|
|
|
|
|
|
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
USD million |
||||||||||||
Operating costs |
725 | 710 | 734 | |||||||||
Innovation |
6 | 10 | 3 | |||||||||
Sales, general and administrative costs |
76 | 87 | 81 | |||||||||
|
|
|
|
|
|
|||||||
Total costs |
807 |
807 |
818 |
|||||||||
|
|
|
|
|
|
|||||||
Other external costs |
468 |
440 |
444 |
|||||||||
|
|
|
|
|
|
|||||||
Of which: |
||||||||||||
Included in Operating costs |
425 | 383 | 379 | |||||||||
Included in Innovation |
3 | 7 | 2 | |||||||||
Included in Sales, general and administrative costs |
32 | 40 | 45 | |||||||||
Included in Special items |
8 | 10 | 18 | |||||||||
Staff costs |
||||||||||||
Wages and salaries |
330 | 362 | 365 | |||||||||
Severance payments |
26 | 4 | 10 | |||||||||
Share based remuneration |
2 | 2 | — | |||||||||
Pension costs |
30 | 33 | 30 | |||||||||
Other social security costs |
11 | 6 | 8 | |||||||||
|
|
|
|
|
|
|||||||
Total staff costs |
399 |
407 |
413 |
|||||||||
|
|
|
|
|
|
|||||||
Of which: |
||||||||||||
Included in Operating costs |
300 | 327 | 355 | |||||||||
Included in Innovation |
3 | 3 | 1 | |||||||||
Included in Sales, general and administrative costs |
44 | 47 | 36 | |||||||||
Included in Special items |
34 | 8 | 8 | |||||||||
Recognised in the cost of assets |
18 | 22 | 13 | |||||||||
Average number of employees |
2,678 | 2,852 | 2,854 |
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
USD million |
||||||||||||
Statutory audit |
1.7 | 0.9 | 1.0 | |||||||||
Other assurance services |
— | 1.0 | 1.0 | |||||||||
Tax and VAT advisory services |
0.1 | — | — | |||||||||
Other services |
0.1 | 0.9 | 1.0 | |||||||||
|
|
|
|
|
|
|||||||
Total fees |
1.9 |
2.8 |
3.0 |
|||||||||
|
|
|
|
|
|
CEO |
CFO |
Total |
||||||||||
USD million |
||||||||||||
2020 (audited) |
||||||||||||
Fixed pay |
1.1 | 0.8 | 1.9 | |||||||||
Short-term incentive |
0.3 | 0.1 | 0.4 | |||||||||
Long-term share based incentive (1) |
1.0 | (0.3 | ) | 0.7 | ||||||||
|
|
|
|
|
|
|||||||
Total remuneration |
2.4 |
0.6 |
3.0 |
|||||||||
|
|
|
|
|
|
|||||||
2019 (audited) (3) |
||||||||||||
Fixed pay |
1.1 | 0.7 | 1.8 | |||||||||
Short-term incentive (2) |
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) | 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 programme (which includes the grants in 2019 and 2020), and as a result the cost for the LTI that was expensed in 2019 is reversed. |
(2) | 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. |
(3) | The remuneration for executive management for 2018 has not been disclosed as roles did not exist in its current form, as the Company was established as a demerger April 2, 2019. |
Board of Directors |
Executive Management |
Other Key Employees |
Total |
|||||||||||||
USD million |
||||||||||||||||
2020 (audited) |
||||||||||||||||
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 (audited) |
||||||||||||||||
Fixed pay |
0.8 | 1.8 | 2.2 | 4.8 | ||||||||||||
Short-term cash incentive (1) |
— | 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 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
2018 (unaudited) |
||||||||||||||||
Fixed pay |
— | 1.2 | 2.4 | 3.6 | ||||||||||||
Short-term cash incentive |
— | 0.8 | 1.1 | 1.9 | ||||||||||||
Termination benefits |
— | — | 1.0 | 1.0 | ||||||||||||
Long-term share based incentive |
— | 0.2 | 0.3 | 0.5 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total remuneration |
— | 2.2 |
4.8 |
7.0 |
||||||||||||
|
|
|
|
|
|
|
|
(1) | 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. |
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
USD million |
||||||||||||
Compensation from shipyard due to late delivery of rig, warranties etc. |
— | 2 | 10 | |||||||||
|
|
|
|
|
|
|||||||
Special items, income |
— | 2 |
10 | |||||||||
|
|
|
|
|
|
|||||||
Separation and demerger/listing costs |
— | 13 | 6 | |||||||||
Transformation and restructuring costs |
24 | 5 | 20 | |||||||||
COVID-19 costs not recharged to customers |
18 | — | — | |||||||||
|
|
|
|
|
|
|||||||
Special items, costs |
42 |
18 |
26 |
|||||||||
|
|
|
|
|
|
|||||||
Special items, net |
(42 |
) |
(16 |
) |
(16 |
) | ||||||
|
|
|
|
|
|
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
USD million |
||||||||||||
Interest expenses on liabilities |
(56 | ) | (84 | ) | (46 | ) | ||||||
Of which borrowing costs capitalised on assets¹ |
— | — | — | |||||||||
Interest income on loans and receivables |
2 | 6 | 48 | |||||||||
|
|
|
|
|
|
|||||||
Realised loss on interest rate derivatives – transferred from equity |
(14 | ) | (3 | ) | — | |||||||
|
|
|
|
|
|
|||||||
Net interest expenses/income |
(68 |
) |
(81 |
) |
2 |
|||||||
|
|
|
|
|
|
|||||||
Exchange rate gains on bank balances, borrowings and working capital |
12 | 20 | 9 | |||||||||
Exchange rate losses on bank balances, borrowings and working capital |
(16 | ) | (7 | ) | (25 | ) | ||||||
|
|
|
|
|
|
|||||||
Net foreign exchange gains/losses |
(4 |
) |
13 |
(16 |
) | |||||||
|
|
|
|
|
|
|||||||
Fair value gains from derivatives |
1 | — | 2 | |||||||||
Fair value losses from derivatives |
(1 | ) | — | — | ||||||||
|
|
|
|
|
|
|||||||
Net fair value gains/losses |
— |
— |
2 |
|||||||||
|
|
|
|
|
|
|||||||
Financial expenses, net |
(72 |
) |
(68 |
) |
(12 |
) | ||||||
|
|
|
|
|
|
|||||||
Of which: |
||||||||||||
Financial income |
15 | 26 | 59 | |||||||||
Financial expenses |
(87 | ) | (94 | ) | (71 | ) |
(1) | No borrowing costs have been capitalised in 2018, 2019 or 2020. |
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
USD million |
||||||||||||
Tax recognised in the income statement |
||||||||||||
Current tax on profit/loss for the year |
(27 | ) | (22 | ) | (30 | ) | ||||||
Adjustment for current tax of prior periods |
21 | (22 | ) | (7 | ) | |||||||
|
|
|
|
|
|
|||||||
Total current tax |
(6 |
) |
(44 |
) |
(37 |
) | ||||||
|
|
|
|
|
|
|||||||
Temporary differences |
60 | 2 | (18 | ) | ||||||||
Adjustment for deferred tax of prior periods |
(13 | ) | 13 | (1 | ) | |||||||
Reassessment of recoverability of deferred tax assets, net |
— | — | 8 | |||||||||
Total deferred tax |
47 |
15 |
(11 | ) | ||||||||
|
|
|
|
|
|
|||||||
Total tax |
41 |
(29 |
) |
(48 |
) | |||||||
|
|
|
|
|
|
|||||||
Tax reconciliation |
||||||||||||
Profit/loss before tax |
(1,694 | ) | (84 | ) | 989 | |||||||
Tax using the Danish corporation tax rate (22%) |
373 | 18 | (218 | ) | ||||||||
Impairment losses/reversals with no tax impact |
(302 | ) | (7 | ) | 148 | |||||||
Tax rate deviations in foreign jurisdictions net of withholding tax |
(31 | ) | (10 | ) | 19 | |||||||
Interest limitation tax rules in Denmark |
(6 | ) | (17 | ) | — | |||||||
Non-deductible expenses |
— | (3 | ) | (3 | ) | |||||||
Adjustment to previous years’ taxes |
8 | (9 | ) | (9 | ) | |||||||
Unrecognised tax assets and change in tax assets not previously recognised |
(1 | ) | (1 | ) | 15 | |||||||
|
|
|
|
|
|
|||||||
Total tax |
41 |
(29 |
) |
(48 |
) | |||||||
|
|
|
|
|
|
Customer contracts |
IT software |
Total |
||||||||||
USD million |
||||||||||||
2018 (unaudited) |
||||||||||||
Cost |
||||||||||||
1 January 2018 |
67 | 68 | 135 | |||||||||
Addition |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
31 December 2018 |
67 |
68 |
135 |
|||||||||
|
|
|
|
|
|
|||||||
Amortisation |
||||||||||||
1 January 2018 |
17 | 33 | 50 | |||||||||
Amortisation |
14 | 15 | 29 | |||||||||
|
|
|
|
|
|
|||||||
31 December 2018 |
31 |
48 |
79 |
|||||||||
|
|
|
|
|
|
|||||||
Carrying amount at 31 December 2018 |
36 |
20 |
56 |
|||||||||
|
|
|
|
|
|
|||||||
2019 (audited) |
||||||||||||
Cost |
||||||||||||
1 January 2019 |
67 | 68 | 135 | |||||||||
Addition |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
31 December 2019 |
67 |
68 |
135 |
|||||||||
|
|
|
|
|
|
|||||||
Amortisation |
||||||||||||
1 January 2019 |
31 | 48 | 79 | |||||||||
Amortisation |
13 | 12 | 25 | |||||||||
|
|
|
|
|
|
|||||||
31 December 2019 |
44 |
60 |
104 |
|||||||||
|
|
|
|
|
|
|||||||
Carrying amount at 31 December 2019 |
23 |
8 |
31 |
|||||||||
|
|
|
|
|
|
|||||||
2020 (audited) |
||||||||||||
Cost |
||||||||||||
1 January 2020 |
67 | 68 | 135 | |||||||||
Addition |
— | 4 | 4 | |||||||||
|
|
|
|
|
|
|||||||
31 December 2020 |
67 |
72 |
139 |
|||||||||
|
|
|
|
|
|
|||||||
Amortisation |
||||||||||||
1 January 2020 |
44 | 60 | 104 | |||||||||
Amortisation |
13 | 7 | 20 | |||||||||
|
|
|
|
|
|
|||||||
31 December 2020 |
57 |
67 |
124 |
|||||||||
|
|
|
|
|
|
|||||||
Carrying amount at 31 December 2020 |
10 |
5 |
15 |
|||||||||
|
|
|
|
|
|
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 |
||||||||||||||||||||
2018 (unaudited) |
||||||||||||||||||||
Cost |
||||||||||||||||||||
1 January 2018 |
5,515 | 5,103 | 130 | 97 | 10,845 | |||||||||||||||
Addition |
— | — | 72 | 110 | 182 | |||||||||||||||
Disposal |
(11 | ) | (153 | ) | (40 | ) | — | (204 | ) | |||||||||||
Transfer |
41 | 73 | — | (114 | ) | — | ||||||||||||||
Transfer to assets held for sale |
(168 | ) | — | — | — | (168 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
31 December 2018 |
5,377 |
5,023 |
162 |
93 |
10,655 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Depreciation and impairment losses |
||||||||||||||||||||
1 January 2018 |
2,983 | 3,547 | 41 | — | 6,571 | |||||||||||||||
Amortisation and depreciation |
179 | 191 | 4 | — | 374 | |||||||||||||||
Impairment losses, net of reversals |
(365 | ) | (445 | ) | — | — | (810 | ) | ||||||||||||
Disposal |
(4 | ) | (142 | ) | (15 | ) | — | (161 | ) | |||||||||||
Transfer |
(2 | ) | (23 | ) | 25 | — | — | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Transfer to assets held for sale |
(168 | ) | — | — | — | (168 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
31 December 2018 |
2,623 |
3,128 |
55 |
— |
5,806 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Carrying amount 31 December 2018 |
2,754 |
1,895 |
107 |
93 |
4,849 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
2019 (audited) |
||||||||||||||||||||
Cost |
||||||||||||||||||||
1 January 2019 |
5,377 | 5,023 | 162 | 93 | 10,655 | |||||||||||||||
Addition |
— | — | — | 309 | 309 | |||||||||||||||
Disposal |
(185 | ) | (315 | ) | — | — | (500 | ) | ||||||||||||
Transfer |
47 | 119 | — | (166 | ) | — | ||||||||||||||
Transfer to assets held for sale |
(233 | ) | — | — | — | (233 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
31 December 2019 |
5,006 |
4,827 |
162 |
236 |
10,231 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Depreciation and impairment losses |
||||||||||||||||||||
1 January 2019 |
2,623 | 3,128 | 55 | — | 5,806 | |||||||||||||||
Amortisation and depreciation |
199 | 155 | 1 | — | 355 | |||||||||||||||
Impairment losses |
34 | — | — | — | 34 | |||||||||||||||
Disposal |
(185 | ) | (315 | ) | — | — | (500 | ) | ||||||||||||
Transfer to assets held for sale |
(195 | ) | — | — | — | (195 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
31 December 2019 |
2,476 |
2,968 |
56 |
— |
5,500 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Carrying amount 31 December 2019 |
2,530 |
1,859 |
106 |
236 |
4,731 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
Jack-up rigs |
Floaters |
Equipment and other |
Construction work in progress |
Total |
||||||||||||||||
USD million |
||||||||||||||||||||
2020 (audited) |
||||||||||||||||||||
Cost |
||||||||||||||||||||
1 January 2020 |
5,006 | 4,827 | 162 | 236 | 10,231 | |||||||||||||||
Addition |
— | — | — | 158 | 158 | |||||||||||||||
Disposal |
(53 | ) | (10 | ) | (6 | ) | — | (69 | ) | |||||||||||
Transfer |
80 | 131 | 27 | (234 | ) | 4 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
31 December 2020 |
5,033 |
4,948 |
183 |
160 |
10,324 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Depreciation and impairment losses |
||||||||||||||||||||
1 January 2020 |
2,476 | 2,968 | 56 | — | 5,500 | |||||||||||||||
Amortisation and depreciation |
167 | 91 | 1 | — | 259 | |||||||||||||||
Impairment losses, net of reversals |
734 | 846 | — | — | 1,580 | |||||||||||||||
Disposal |
(53 | ) | (10 | ) | (3 | ) | — | (66 | ) | |||||||||||
Transfer |
— | — | (2 | ) | — | (2 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
31 December 2020 |
3,324 |
3,895 |
52 |
— | 7,271 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Carrying amount 31 December 2020 |
1,709 |
1,053 |
131 |
160 |
3,053 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
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 |
||||||||||
(audited) |
||||||||||||
USD million |
||||||||||||
Recognition of right-of-use |
35 | 1 | 36 | |||||||||
Additions |
2 | — | 2 | |||||||||
Depreciation |
6 | 1 | 7 | |||||||||
|
|
|
|
|
|
|||||||
31 December 2019 |
31 |
— |
31 |
|||||||||
|
|
|
|
|
|
|||||||
Additions |
6 | — | 6 | |||||||||
Disposals |
2 | — | 2 | |||||||||
Depreciation |
7 | — | 7 | |||||||||
|
|
|
|
|
|
|||||||
31 December 2020 |
28 |
— |
28 |
|||||||||
|
|
|
|
|
|
2020 |
2019 |
|||||||
(audited) |
(audited) |
|||||||
USD million |
||||||||
1 January |
31 |
36 |
||||||
|
|
|
|
|||||
Additions |
6 | 2 | ||||||
Disposals |
(1 | ) | — | |||||
Interest expense |
1 | 1 | ||||||
Lease payments |
(8 | ) | (7 | ) | ||||
Foreign exchange movements |
2 | (1 | ) | |||||
|
|
|
|
|||||
31 December |
31 |
31 |
||||||
|
|
|
|
|||||
Lease liabilities are recognised in the balance sheet as follows: |
||||||||
Non-current liabilities, presented in ‘Borrowings, non-current’ |
25 | 25 | ||||||
Current liabilities, presented in ‘Borrowings, current’ |
6 | 6 | ||||||
|
|
|
|
|||||
Total lease liabilities |
31 |
31 |
||||||
|
|
|
|
|||||
Recognised in the profit and loss statement as follows: |
||||||||
Interest expense related to lease liabilities |
(1 | ) | (1 | ) | ||||
Expense relating to short term leases, not capitalised |
(9 | ) | (2 | ) | ||||
Expense relating to leases of low-value assets, not capitalised |
(1 | ) | (1 | ) | ||||
Sublease income presented in ‘Other revenue’ |
1 | 1 | ||||||
Recognised in the cash flow statement as follows: |
||||||||
Interest elements of lease payments, presented in ‘Interest paid’ |
(1 | ) | (1 | ) | ||||
Principal elements of lease payments, presented in ‘Repayment of borrowings’ |
(7 | ) | (6 | ) | ||||
|
|
|
|
|||||
Total cash outflow in respect of leases in the year |
(8 |
) |
(7 |
) | ||||
|
|
|
|
2020 |
||||||||
Impairment losses |
Recoverable amount |
|||||||
(audited) |
||||||||
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 utilisation after the 5-year forecast, keeping all other assumptions unchanged. |
2018 |
||||||||
Impairment reversals |
Recoverable amount (3) |
|||||||
(audited) |
||||||||
USD million |
||||||||
Jack-up rigs(1) |
365 | 2,880 | ||||||
Floaters (2) |
445 | 1,929 | ||||||
|
|
|||||||
Total |
810 |
|||||||
|
|
(1) | Covering four cash generating units, primarily operating in the North Sea. |
(2) | Covering one cash generating unit, primarily operating globally. |
(3) | The recoverable amount is based on estimated value-in-use, as it is considered that there is no basis for making a reliable estimate of the fair market value in an orderly transaction between market participants. |
• | USD 1,194 million and USD 468 million with a -/+ 1 percentage point change in the discount rate, keeping all other assumptions unchanged. |
• | USD 951 million and USD 678 million with a +/- 1 percentage point change in growth rate after the budget period, keeping all other assumptions unchanged. |
• | USD 1,424 million and USD 274 million with a +/- 5 percentage point change in EBITDA margin, keeping all other assumptions unchanged. |
2020 |
2019 |
2018 |
||||||||||||||||||||||||||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||||||||||||||||||||||||||
Assets |
Liabilities |
Net Liabilities |
Assets |
Liabilities |
Net Liabilities |
Assets |
Liabilities |
Net Liabilities |
||||||||||||||||||||||||||||
USD million |
||||||||||||||||||||||||||||||||||||
Property, plant and equipment |
30 | 29 | (1 | ) | 10 | 56 | 46 | 13 | 60 | 47 | ||||||||||||||||||||||||||
Tax loss carry forwards |
— | — | — | 1 | — | (1 | ) | — | — | — | ||||||||||||||||||||||||||
Other |
4 | 2 | (2 | ) | 4 | 3 | (1 | ) | 2 | 13 | 11 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total |
34 |
31 |
(3 |
) |
15 |
59 |
44 |
15 | 73 | 58 | ||||||||||||||||||||||||||
Offsets |
(19 | ) | (19 | ) | — | (12 | ) | (12 | ) | — | (13 | ) | (13 | ) | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total |
15 |
12 |
(3 |
) |
3 |
47 |
44 |
2 |
60 |
58 |
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
USD million |
||||||||||||
1 January |
44 |
58 |
48 |
|||||||||
Property, plant and equipment |
(47 | ) | (1 | ) | 14 | |||||||
Tax loss carry forwards |
1 | (1 | ) | — | ||||||||
Other |
(1 | ) | (12 | ) | (3 | ) | ||||||
|
|
|
|
|
|
|||||||
Recognised in the income statement |
(47 |
) |
(14 |
) |
11 |
|||||||
|
|
|
|
|
|
|||||||
Recognised in other comprehensive income |
— | — | (1 | ) | ||||||||
|
|
|
|
|
|
|||||||
31 December |
(3 |
) |
44 |
58 | ||||||||
|
|
|
|
|
|
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
USD million |
||||||||||||
Tax loss carry forwards |
45 | 25 | 9 | |||||||||
|
|
|
|
|
|
|||||||
Total |
45 |
25 |
9 |
|||||||||
|
|
|
|
|
|
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
USD million |
||||||||||||
Derivatives |
4 | — | — | |||||||||
Tax receivables |
— | — | 5 | |||||||||
Deposits |
1 | 1 | 1 | |||||||||
VAT and similar receivables |
31 | 19 | 10 | |||||||||
Costs to be reimbursed |
37 | 24 | 15 | |||||||||
Other |
3 | 3 | 6 | |||||||||
|
|
|
|
|
|
|||||||
Total |
76 |
47 |
37 |
|||||||||
|
|
|
|
|
|
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
USD million |
||||||||||||
Mobilisation and start-up costs (costs to fulfil contracts) |
54 | 22 | 36 | |||||||||
Other |
22 | 19 | 22 | |||||||||
|
|
|
|
|
|
|||||||
Total |
76 |
41 |
58 |
|||||||||
|
|
|
|
|
|
Restructuring |
Legal, disputes, etc. |
Total |
||||||||||
USD million |
||||||||||||
2018 (unaudited) |
||||||||||||
1 January 2018 |
1 |
9 |
10 |
|||||||||
|
|
|
|
|
|
|||||||
Provision made |
20 | 1 | 21 | |||||||||
Amount used |
(1 | ) | — | (1 | ) | |||||||
Amount reversed |
— | (2 | ) | (2 | ) | |||||||
|
|
|
|
|
|
|||||||
31 December 2018 |
20 |
8 |
28 |
|||||||||
|
|
|
|
|
|
|||||||
Of which: |
||||||||||||
Classified as non-current |
— | 2 | 2 | |||||||||
Classified as current |
20 | 6 | 26 | |||||||||
2019 (audited) |
||||||||||||
1 January 2019 |
20 |
8 |
28 |
|||||||||
|
|
|
|
|
|
|||||||
Provision made |
5 | — | 5 | |||||||||
Amount used |
(13 | ) | (3 | ) | (16 | ) | ||||||
Amount reversed |
— | (2 | ) | (2 | ) | |||||||
|
|
|
|
|
|
|||||||
31 December 2019 |
12 |
3 |
15 |
|||||||||
|
|
|
|
|
|
|||||||
Of which: |
||||||||||||
Classified as non-current |
— | 2 | 2 | |||||||||
Classified as current |
12 | 1 | 13 | |||||||||
2020 (audited) |
||||||||||||
1 January 2020 |
12 |
3 |
15 |
|||||||||
|
|
|
|
|
|
|||||||
Provision made |
24 | 16 | 40 | |||||||||
Amount used |
(34 | ) | — | (34 | ) | |||||||
Amount reversed |
(1 | ) | — | (1 | ) | |||||||
|
|
|
|
|
|
|||||||
31 December 2020 |
1 |
19 |
20 |
|||||||||
|
|
|
|
|
|
|||||||
Of which: |
||||||||||||
Classified as non-current |
— | 5 | 5 | |||||||||
Classified as current |
1 | 14 | 15 |
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
USD million |
||||||||||||
Derivatives |
— | 1 | 1 | |||||||||
Interest payable |
1 | 1 | 4 | |||||||||
VAT, duties and similar payables |
12 | 22 | 27 | |||||||||
Payables to staff and management |
38 | 30 | 29 | |||||||||
Other |
7 | 9 | 10 | |||||||||
|
|
|
|
|
|
|||||||
Total |
58 |
63 |
71 |
|||||||||
|
|
|
|
|
|
Notes |
2020 |
2019 |
2018 |
|||||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||||||
USD million |
||||||||||||||||
Contract assets |
||||||||||||||||
Mobilisation and start-up costs (costs to fulfil a contract) |
2.7 | 54 | 22 | 36 | ||||||||||||
Costs to be reimbursed |
2.6 | 37 | 24 | — | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total |
91 |
46 |
36 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Contract liabilities |
||||||||||||||||
Deferred income |
62 | 32 | 39 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total |
62 |
32 |
39 |
|||||||||||||
|
|
|
|
|
|
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
USD million |
||||||||||||
Trade receivables |
210 | 264 | 339 | |||||||||
Other receivables excluding derivatives and capex receivables |
62 | 47 | 32 | |||||||||
Prepayments |
76 | 41 | 58 | |||||||||
Trade payables excluding capex payables |
(142 | ) | (152 | ) | (172 | ) | ||||||
Other payables excluding interest accruals and derivatives |
(57 | ) | (61 | ) | (66 | ) | ||||||
Deferred income |
(62 | ) | (32 | ) | (39 | ) | ||||||
|
|
|
|
|
|
|||||||
Net working capital |
87 |
107 |
152 |
|||||||||
|
|
|
|
|
|
|||||||
Change in working capital in balance sheet |
20 | 45 | 21 | |||||||||
Non-cash movements including exchange rate adjustment |
7 | 12 | (10 | ) | ||||||||
|
|
|
|
|
|
|||||||
Change in working capital in cash flow statement |
27 |
57 |
11 |
|||||||||
|
|
|
|
|
|
Notes |
2020 |
2019 |
2018 |
|||||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||||||
USD million |
||||||||||||||||
Additions to Intangible assets |
2.1 | (4 | ) | — | — | |||||||||||
Additions to Property, plant and equipment |
2.2 | (158 | ) | (309 | ) | (182 | ) | |||||||||
Change in payables/receivables relating to capital expenditures |
(24 | ) | 2 | 27 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total |
(186 |
) |
(307 |
) |
(155 |
) | ||||||||||
|
|
|
|
|
|
2020 |
2019 (1) |
|||||||
(audited) |
(audited) |
|||||||
No of shares at 1 January |
41,532,112 | 41,532,112 | ||||||
|
|
|
|
|||||
No of shares at 31 December |
41,532,112 |
41,532,112 |
||||||
|
|
|
|
|||||
Treasury shares at 1 January |
— | — | ||||||
Acquired through share buy-backs |
245,000 | — | ||||||
Delivered under long-term incentive programmes |
(1,836 | ) | — | |||||
|
|
|
|
|||||
Treasury shares at 31 December |
243,164 |
— |
||||||
|
|
|
|
|||||
Average number of shares in circulation |
41,410,530 |
41,532,112 |
(1) | The number of shares issued upon incorporation of the Company on April 2, 2019. Based on the capital restructuring rules as described under “—0.0 Basis of Preparation”, the Company did not have a share capital in 2018. |
• | Financial flexibility including adequate liquidity reserves; |
• | A long-term funding view to minimise 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. |
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
USD million |
||||||||||||
Term loans |
1,254 | 1,378 | 1,470 | |||||||||
Lease liabilities |
31 | 31 | — | |||||||||
|
|
|
|
|
|
|||||||
Total borrowings |
1,285 |
1,409 |
1,470 |
|||||||||
|
|
|
|
|
|
|||||||
Of which: |
||||||||||||
Classified as non-current |
1,149 | 1,273 | 1,375 | |||||||||
Classified as current |
136 | 136 | 95 |
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
USD million |
||||||||||||
1 January |
1,409 |
1,468 |
(1,758 |
) | ||||||||
|
|
|
|
|
|
|||||||
Impact from adoption of IFRS16 |
— | 36 | — | |||||||||
Proceeds from borrowings |
— | — | 1,470 | |||||||||
Repayment of borrowings |
(137 | ) | (103 | ) | (262 | ) | ||||||
Non-cash changes: |
||||||||||||
Foreign exchange adjustments |
2 | (1 | ) | 4 | ||||||||
Dividend distribution |
— | — | 2,011 | |||||||||
Discounting/amortisation |
6 | 6 | — | |||||||||
New lease obligations |
6 | 2 | — | |||||||||
Disposal of lease obligations |
(1 | ) | — | — | ||||||||
Other |
— | 1 | 3 | |||||||||
|
|
|
|
|
|
|||||||
31 December |
1,285 |
1,409 |
1,468 |
|||||||||
|
|
|
|
|
|
• | Liquidity risk |
• | Interest rate risk |
• | Currency risk |
• | Credit risk |
Cash Flows Including Interest |
||||||||||||||||||||
Carrying amount |
0-1 year |
1-5 years |
5- years |
Total |
||||||||||||||||
USD million |
||||||||||||||||||||
2020 (audited) |
||||||||||||||||||||
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 recognised in balance sheet |
1,543 |
401 |
1,276 |
4 |
1,681 |
|||||||||||||||
Capital commitments |
30 | — | — | 30 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
431 |
1,276 |
4 |
1,711 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
2019 (audited) |
||||||||||||||||||||
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 recognised in balance sheet |
1,675 |
441 |
1,254 |
225 |
1,920 |
|||||||||||||||
Capital commitments |
95 | — | — | 95 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
536 |
1,254 |
225 |
2,015 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
2018 (unaudited) |
||||||||||||||||||||
Term loans |
1,470 | 173 | 1,396 | 257 | 1,826 | |||||||||||||||
Trade and other payables |
267 | 267 | — | — | 267 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total recognised in balance sheet |
1,737 |
440 |
1,396 |
257 |
2,093 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Capital commitments |
46 | — | — | 46 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
486 |
1,396 |
257 |
2,139 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Next Interest Rate Fixing |
||||||||||||||||
Carrying amount |
0-1 year |
1-5 years |
5- years |
|||||||||||||
USD million |
||||||||||||||||
2020 (audited) |
||||||||||||||||
<3% |
501 | 498 | — | 3 | ||||||||||||
3–6% |
784 | 1 | 775 | 8 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
1,285 |
499 |
775 |
11 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
2019 (audited) |
||||||||||||||||
3–6% |
1,409 | 507 | 875 | 27 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
1,409 |
507 |
875 |
27 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
2018 (unaudited) |
||||||||||||||||
3–6% |
1,470 | 533 | 937 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
1,470 |
533 |
937 |
— |
||||||||||||
|
|
|
|
|
|
|
|
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
USD million |
||||||||||||
Receivables not due |
169 | 215 | 237 | |||||||||
Less than 90 days overdue |
27 | 31 | 81 | |||||||||
More than 90 days overdue |
14 | 18 | 24 | |||||||||
|
|
|
|
|
|
|||||||
Receivables, gross |
210 |
264 |
342 |
|||||||||
Expected credit loss |
— | — | 3 | |||||||||
|
|
|
|
|
|
|||||||
Carrying amount |
210 |
264 |
339 |
|||||||||
|
|
|
|
|
|
2020 |
2019 |
2018 |
||||||||||||||||||||||
Foreign currency |
USD |
Foreign currency |
USD |
Foreign currency |
USD |
|||||||||||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||||||||||||||
DKK/USD |
408 | 63 | 551 | 84 | 725 | 113 | ||||||||||||||||||
NOK/USD |
— | — | 50 | 6 | — | — |
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
USD million |
||||||||||||
Hedging foreign exchange risk on operating costs |
1 | (5 | ) | (2 | ) | |||||||
Hedging interest rate risk |
(14 | ) | (3 | ) | — | |||||||
|
|
|
|
|
|
|||||||
Total reclassified from equity reserve for hedges |
(13 |
) |
(8 |
) |
(2 |
) | ||||||
|
|
|
|
|
|
|||||||
Derivatives accounted for as held for trading |
||||||||||||
Currency derivatives recognised directly in financial income/expenses |
— | — | 2 | |||||||||
|
|
|
|
|
|
|||||||
Net gains/losses recognised directly in the income statement |
— |
— |
2 |
|||||||||
|
|
|
|
|
|
|||||||
Total |
(13 |
) |
(8 |
) |
— |
|||||||
|
|
|
|
|
|
2020 |
||||||||||||
Foreign exchange risk |
Interest rate risk |
2020 Total |
||||||||||
(audited) |
||||||||||||
USD million |
||||||||||||
Reserve for hedges 1 January |
(1 | ) | (22 | ) | (23 | ) | ||||||
Value adjustment of hedges for the year |
5 | (25 | ) | (20 | ) | |||||||
Reclassified to income statement |
(1 | ) | 14 | 13 | ||||||||
|
|
|
|
|
|
|||||||
Reserve for hedges 31 December |
3 |
(33 |
) |
(30 |
) | |||||||
|
|
|
|
|
|
2019 |
||||||||||||
Foreign exchange risk |
Interest rate risk |
2019 Total |
||||||||||
(audited) |
||||||||||||
USD million |
||||||||||||
Reserve for hedges 1 January |
(1 | ) | (1 | ) | (2 | ) | ||||||
Value adjustment of hedges for the year |
(5 | ) | (24 | ) | (29 | ) | ||||||
Reclassified to income statement |
5 | 3 | 8 | |||||||||
|
|
|
|
|
|
|||||||
Reserve for hedges 31 December |
(1 |
) |
(22 |
) |
(23 |
) | ||||||
|
|
|
|
|
|
2018 |
||||||||||||
Foreign exchange risk |
Interest rate risk |
2018 Total |
||||||||||
(unaudited) |
||||||||||||
USD million |
||||||||||||
Reserve for hedges 1 January |
1 | — | 1 | |||||||||
Value adjustment of hedges for the year |
(4 | ) | (1 | ) | (5 | ) | ||||||
Reclassified to income statement |
2 | — | 2 | |||||||||
|
|
|
|
|
|
|||||||
Reserve for hedges 31 December |
(1 |
) |
(1 |
) |
(2 |
) | ||||||
|
|
|
|
|
|
2020 |
2019 |
2018 |
||||||||||||||||||||||
Carrying amount |
Fair value |
Carrying amount |
Fair value |
Carrying amount |
Fair value |
|||||||||||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||||||||||||||
USD million |
||||||||||||||||||||||||
Carried at amortised cost |
||||||||||||||||||||||||
Loans receivable |
— | — | — | — | 2 | 2 | ||||||||||||||||||
Other interest-bearing receivables |
— | — | — | — | 2 | 2 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total interest-bearing receivables |
— |
— |
4 |
4 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Trade receivables |
210 | 264 | 339 | |||||||||||||||||||||
Other receivables (non-interest-bearing) |
75 | 49 | 32 | |||||||||||||||||||||
Cash and bank balances |
226 | 310 | 372 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Financial assets at amortised cost |
511 |
623 |
747 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Carried at fair value |
||||||||||||||||||||||||
Derivatives |
4 | 4 | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Financial assets at fair value |
4 |
4 |
— |
— |
— |
— |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total financial assets |
515 |
623 |
747 |
|||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Carried at amortised cost |
||||||||||||||||||||||||
Term loans |
1,254 | 1,276 | 1,378 | 1,404 | 1,470 | 1,500 | ||||||||||||||||||
Lease liabilities |
31 | 31 | 31 | 31 | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total borrowings |
1,285 |
1,307 |
1,409 |
1,435 |
1,470 |
1,500 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Trade payables |
167 | 180 | 196 | |||||||||||||||||||||
Other payables |
58 | 62 | 70 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Financial liabilities at amortised cost |
1,510 |
1,651 |
1,736 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Carried at fair value |
||||||||||||||||||||||||
Derivatives |
33 | 33 | 23 | 23 | 1 | 1 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Financial liabilities at fair value |
33 |
33 |
23 |
23 |
1 |
1 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total financial liabilities |
1,543 |
1,674 |
1,737 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
2019 |
|||||||
(audited) |
(audited) |
|||||||
Total number of shares |
41,532,112 | 41,532,112 | ||||||
Average number of treasury shares |
121,582 | — | ||||||
|
|
|
|
|||||
Average number of shares in circulation |
41,410,530 |
41,532,112 |
||||||
|
|
|
|
|||||
Average dilution effect from shares outstanding under the LTI programme |
— | — | ||||||
|
|
|
|
|||||
Diluted average number of shares in circulation |
41,410,530 |
41,532,112 |
||||||
|
|
|
|
(1) | The number of shares issued upon incorporation of the Company on April 2, 2019. Based on the capital restructuring rules as described under “— 0.0 Basis of Preparation”, the Company did not have a share capital in 2018, hence earnings per share in 2018 is not applicable. |
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 |
|||||||||
1 January 2019 |
— | — | ||||||||||
Granted |
116,599 | 26,104 | 11 | |||||||||
Vested |
— | — | ||||||||||
Forfeited/cancelled |
10,772 | (1,618 | ) | |||||||||
Transfer between categories |
(22,844 | ) | 22,844 | |||||||||
|
|
|
|
|||||||||
Outstanding 31 December 2019 |
82,983 |
47,330 |
||||||||||
|
|
|
|
|||||||||
Granted |
38,973 | 51,147 | 2 | |||||||||
Vested |
1,836 | |||||||||||
Forfeited/cancelled |
27,709 | 14,095 | ||||||||||
|
|
|
|
|||||||||
Outstanding 31 December 2020 |
92,411 |
84,382 |
||||||||||
|
|
|
|
(1) | At the time of grant. |
B-shares in A.P. Møller—Mærsk A/S |
||||||||||||
Restricted Shares Plan Key Management Personnel (1) |
Restricted Shares Plan Other employees (1) |
Total fair value (1) |
||||||||||
No. |
No. |
USD million |
||||||||||
1 January 2018 |
752 | 553 | ||||||||||
Granted |
354 | 156 | 1 | |||||||||
Vested |
219 | 170 | ||||||||||
|
|
|
|
|||||||||
Outstanding 31 December 2018 |
887 |
539 |
||||||||||
|
|
|
|
|||||||||
Adjustment |
94 | (255 | ) | — | ||||||||
Vested |
— | 50 | ||||||||||
Converted to restricted shares in The Drilling Company of 1972 A/S |
(981 | ) | (157 | ) | ||||||||
|
|
|
|
|||||||||
Outstanding 31 December 2019 |
— |
77 |
||||||||||
|
|
|
|
2020 |
2019 |
2018 |
||||||||||
(audited) |
(audited) |
(unaudited) |
||||||||||
Income statement |
||||||||||||
Revenue |
2 | 3 | 34 | |||||||||
Costs |
22 | 21 | 14 | |||||||||
Financial income |
1 | 2 | — | |||||||||
Financial expenses |
10 | 12 | 0 | |||||||||
Assets |
||||||||||||
Trade receivables |
1 | 1 | 2 | |||||||||
Derivatives |
4 | — | — | |||||||||
Cash and bank balances (1) |
79 | 93 | 258 | |||||||||
Liabilities |
||||||||||||
Borrowings (1) |
93 | 101 | 105 | |||||||||
Trade payables |
3 | 7 | 5 | |||||||||
Derivatives |
16 | 12 | 0 | |||||||||
Other payables |
1 | 1 | 3 |
(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, 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 recognised 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 recognised 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 1 January 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 recognised 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 1 January 2019 were excluded upon adoption. |
• | Service components included in lease costs are not recognised as part of the lease liability. Such costs are recognised 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 |
||||
(audited) |
||||
USD million |
||||
Operating lease obligations at 31 December 2018 |
47 | |||
Service components |
-4 | |||
Low-value assets and short-term contracts |
-1 | |||
Undiscounted lease liabilities |
42 |
|||
|
|
|||
Discounting effect |
-6 | |||
|
|
|||
Lease liability at 1 January 2019 |
36 |
|||
|
|
• | IAS 28, Investments in associates and joint ventures: A clarification that enterprises are to apply IFRS 9, including the requirements for impairment of financial assets, on recognition of long-term investments even though such receivables are considered part of the net investment in the associate or joint ventures under IAS 21. |
• | IAS 19, Employee Benefits: The amendment consists of a minor clarification of IAS 19 regarding remeasurement of defined benefit plans. When pension obligations are remeasured due to an amendment, a curtailment or termination of a pension plan, service costs and net interest for the period after the remeasurement must be determined based on the assumptions used for the remeasurement: |
• | The net interest for the remaining period is calculated on the basis of the remeasured defined benefit liability or asset. |
• | However, the service costs and net interest for the financial period preceding such amendment, curtailment or termination of a pension plan are not affected by the remeasurement. |
• | 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 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 1 January 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 1 January 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 1 January 2022. The amendment becomes effective one year later as a result of COVID-19, i.e. for financial years beginning on or after 1 January 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 recognised as income. |
• | The amendment will be effective for financial years beginning on or after 1 January 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 1 January 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 1 January 2022. |
SEC registration fee |
$ | 40,414.38 | ||
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) |
December 22, 2021 | ||
/s/ Richard B. Barker Richard B. Barker |
Director, Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
December 22, 2021 | ||
* Laura D. Campbell |
Vice President and Controller and Authorized Representative in the United States (Principal Accounting Officer) |
December 22, 2021 | ||
* David M.J. Dujacquier |
Director |
December 22, 2021 | ||
* Brad A. Baldwin |
Director |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
/s/ Caroline Yu Gin Cho Caroline Yu Gin Cho |
Managing Officer (Principal Financial and Accounting Officer) |
December 22, 2021 | ||
* Matthew John Brodie |
Managing Officer |
December 22, 2021 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
December 22, 2021 |
* 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) |
December 22, 2021 |
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) |
December 22, 2021 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Financial and Accounting Officer) |
December 22, 2021 | ||
* Laura D. Campbell |
Director and Authorized Representative in the United States |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
/s/ Caroline Yu Gin Cho Caroline Yu Gin Cho |
Managing Officer (Principal Financial and Accounting Officer) |
December 22, 2021 | ||
* Matthew John Brodie |
Managing Officer |
December 22, 2021 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
* C.A. Nigel Hughes |
Secretary and Director |
December 22, 2021 | ||
* Brett Blackman |
Director |
December 22, 2021 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
* Matthew John Brodie |
Director |
December 22, 2021 | ||
* Gunnar Espeland |
Director |
December 22, 2021 | ||
* Ronald Lee |
Director |
December 22, 2021 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Accounting Officer) |
December 22, 2021 | ||
* Caroline Yu Gin Cho |
Director |
December 22, 2021 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
* Craig M. Muirhead |
Vice President and Treasurer (Principal Financial Officer) |
December 22, 2021 | ||
* Laura D. Campbell |
Vice President and Controller (Principal Accounting Officer) |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
* Firas Adi |
Manager |
December 22, 2021 | ||
* Ullatil Achu |
Manager |
December 22, 2021 | ||
* Ebrahim Ahmad H M Al-Neama |
Manager |
December 22, 2021 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
/s/ Caroline Yu Gin Cho Caroline Yu Gin Cho |
Managing Officer (Principal Financial and Accounting Officer) |
December 22, 2021 | ||
* Matthew John Brodie |
Managing Officer |
December 22, 2021 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
* Laura D. Campbell |
Vice President and Controller (Principal Accounting Officer) |
December 22, 2021 | ||
* Craig M. Muirhead |
Vice President (Principal Financial Officer) |
December 22, 2021 |
* 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 | ||
* Laura D. Campbell |
President (Principal Executive and Accounting Officer) |
December 22, 2021 | ||
* Craig M. Muirhead |
Vice President and Treasurer (Principal Financial Officer) |
December 22, 2021 |
* By: | /s/ Richard B. Barker | |
Richard B. Barker, Attorney-in-Fact |
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) |
December 22, 2021 | ||
* Craig M. Muirhead |
Treasurer (Principal Financial Officer) |
December 22, 2021 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Accounting Officer) |
December 22, 2021 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
/s/ Caroline Yu Gin Cho Caroline Yu Gin Cho |
Managing Officer (Principal Financial and Accounting Officer) |
December 22, 2021 | ||
* Matthew John Brodie |
Managing Officer |
December 22, 2021 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
/s/ Caroline Yu Gin Cho Caroline Yu Gin Cho |
Managing Officer (Principal Financial and Accounting Officer) |
December 22, 2021 | ||
* Matthew John Brodie |
Managing Officer |
December 22, 2021 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Financial and Accounting Officer) |
December 22, 2021 | ||
* Caroline Yu Gin Cho |
Director |
December 22, 2021 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Financial and Accounting Officer) |
December 22, 2021 | ||
* Caroline Yu Gin Cho |
Director |
December 22, 2021 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
* Craig M. Muirhead |
Treasurer (Principal Financial Officer) |
December 22, 2021 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Accounting Officer) |
December 22, 2021 | ||
* Caroline Yu Gin Cho |
Director |
December 22, 2021 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Financial and Accounting Officer) |
December 22, 2021 | ||
* Caroline Yu Gin Cho |
Director |
December 22, 2021 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
/s/ Richard B. Barker Richard B. Barker |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
December 22, 2021 | ||
* Laura D. Campbell |
Chief Accounting Officer, Vice President and Controller (Principal Accounting Officer) |
December 22, 2021 |
* 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) |
December 22, 2021 | ||
* David M.J. Dujacquier |
Controller and Director (Principal Financial and Accounting Officer) |
December 22, 2021 | ||
* Caroline Yu Gin Cho |
Director |
December 22, 2021 | ||
* Laura D. Campbell |
Authorized Representative in the United States |
December 22, 2021 |
* 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 |
December 22, 2021 | ||
David M.J. Dujacquier | (Principal Executive, Financial and Accounting Officer) | |||
/s/ Caroline Yu Gin Cho |
Director | December 22, 2021 | ||
Caroline Yu Gin Cho |
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/s/ Frédéric Pascal Jacquemin |
Director | December 22, 2021 | ||
Frédéric Pascal Jacquemin |
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/s/ Laura D. Campbell |
Authorized Representative in the United States | December 22, 2021 | ||
Laura D. Campbell |