Acquisitions and Divestitures (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Identifiable Assets Acquired and Liabilities Assumed Based on the Fair Values

The following table represents the preliminary allocation of the total purchase price of Maersk Drilling to the identifiable assets acquired and the liabilities assumed based on the fair values as of the Closing Date. In connection with this acquisition, the Company incurred $33.1 million of acquisition related costs during the year ended December 31, 2022. The results of Maersk Drilling operations are included in the Company’s results of operations effective on the Closing Date. The purchase price allocation is preliminary and subject to change. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the Closing Date. Any final adjustment to the valuation could change the fair values assigned to the assets and liabilities, resulting in a change to our consolidated financial statements, including a change to goodwill. Such change could be material.

Purchase price consideration:
Fair value of Noble shares transferred to legacy Maersk shareholders	$	1,793,351
Cash paid to legacy Maersk shareholders	887
Fair value of replacement Maersk Drilling RSU Awards attributable to the purchase price	6,780
Deal Completion Bonus	6,177
Fair Value of Compulsory Purchase	193,678
Total purchase price consideration	$	2,000,873
Assets acquired:
Cash and cash equivalents	$	172,205
Accounts receivable, net	250,251
Taxes receivable	20,603
Prepaid expenses and other current assets	41,068
Total current assets	484,127
Intangible assets	22,991
Property, plant and equipment, net	2,756,096
Other assets	69,713
Total assets acquired	3,332,927
Liabilities assumed:
Current maturities of long-term debt	129,130
Accounts payable	130,273
Accrued payroll and related costs	21,784
Taxes payable	38,218
Interest payable	800
Other current liabilities	41,253
Total current liabilities	361,458
Long-term debt	596,692
Deferred income taxes	4,071
Noncurrent contract liabilities	237,703
Other liabilities	158,146
Total liabilities assumed	1,358,070
Net assets acquired	1,974,857
Goodwill acquired	26,016
Purchase price consideration	$	2,000,873

The following table represents the allocation of the total purchase price of Pacific Drilling to the identifiable assets acquired and the liabilities assumed based on the fair values as of the acquisition date.

Consideration:
Pacific Drilling membership interests outstanding	2,500
Exchange Ratio	6.366	15,915
Pacific Drilling warrants outstanding	441
Exchange Ratio	1.553	685
Noble Cayman Shares issued		16,600
Fair value of Noble Cayman Shares on April 15, 2021		$	21.55
Total consideration		$	357,662
Assets acquired:
Cash and cash equivalents		$	54,970
Accounts receivable		17,457
Taxes receivable		1,585
Prepaid expenses and other current assets		14,081
Total current assets		88,093
Property and equipment, net		346,167
Assets held for sale		30,063
Other assets		457
Total assets acquired		464,780
Liabilities assumed:
Accounts payable		18,603
Accrued payroll and related costs		16,128
Taxes payable		1,951
Other current liabilities		2,900
Total current liabilities		39,582
Deferred income taxes		798
Other liabilities		4,433
Total liabilities assumed		44,813
Net assets acquired		$	419,967
Gain on bargain purchase		62,305
Purchase price consideration		$	357,662

Schedule of Revenue and Net Income of Acquiree subsequent to the Closing of Merger

The following table represents Maersk Drilling’s revenue and earnings included in Noble’s Consolidated Statements of Operations subsequent to the Closing Date of the Business Combination.

	Period From
	October 3, 2022
	through
	December 31, 2022
Revenue	$	341,490
Net loss	$	21,690

The following table represents Pacific Drilling’s revenue and earnings included in the Company’s Consolidated Statements of Operations subsequent to the closing of the Pacific Drilling Merger.

	Successor
	Period From
	February 6, 2021
	through
	December 31, 2021
Revenue	$	94,506
Net loss	$	(46,646)

Pro Forma Financial Information

The following unaudited pro forma summary presents the results of operations as if the Pacific Drilling Merger had occurred on February 6, 2021. The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly from this pro forma financial information. The pro forma information does not reflect any synergy savings that might have been achieved from combining the operations and is not intended to reflect the actual results that would have occurred had the companies actually been combined during the periods presented.

	Successor
	Period From
	February 6, 2021
	through
	December 31, 2021
Revenue	$	792,999
Net income	$	69,966
Net income per share
Basic	$	1.05
Diluted	$	0.98

The pro forma results include, among others, (i) a reduction in Pacific Drilling’s historically reported depreciation expense for adjustments to property and equipment and (ii) an adjustment to reflect the gain on bargain purchase as if the Pacific Drilling Merger had occurred on February 6, 2021.

Schedule of Pro Forma Financial Information

The following unaudited pro forma summary presents the results of operations as if the Business Combination had occurred on February 6, 2021. The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly from this pro forma financial information. The pro forma information does not reflect any synergy savings that might have been achieved from combining the operations and is not intended to reflect the actual results that would have occurred had the companies actually been combined during the periods presented.

	Twelve Months Ended December 31, 2022		Period from February 6, 2021 through December 31, 2021
Revenue	$	2,218,117	$	1,924,013
Net income	$	(34,356)	$	453,231
Net income per share
Basic	$	(0.26)	$	3.56
Diluted	$	(0.26)	$	3.44