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Acquisitions and Divestitures (Tables)
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Identifiable Assets Acquired and Liabilities Assumed Based on the Fair Values
The following table represents the 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 (zero during the year ended December 31, 2023). The results of Maersk Drilling operations were included in the Company’s results of operations effective on the Closing Date. The Business Combination resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred by $5.0 million and is shown as a gain on bargain purchase on Noble’s Consolidated Statement of Operations. Management reviewed the Maersk Drilling assets acquired and liabilities assumed as well as the assumptions utilized in estimating their fair values. Upon completion of our assessment as of September 30, 2023, the Company concluded that recording a gain on bargain purchase was appropriate and required under US GAAP.
Purchase price consideration:
Fair value of Noble shares transferred to legacy Maersk shareholders$1,793,351 
Cash paid to legacy Maersk shareholders887 
Fair value of replacement Maersk Drilling RSU Awards attributable to the purchase price6,780 
Deal Completion Bonus6,177 
Fair Value of Compulsory Purchase193,678 
Total purchase price consideration$2,000,873 
Assets acquired:
Cash and cash equivalents$172,205 
Accounts receivable, net250,251 
Taxes receivable (1)
18,987 
Prepaid expenses and other current assets (1)
43,168 
Total current assets484,611 
Intangible assets22,991 
Property, plant and equipment, net2,756,096 
Other assets (1)
94,882 
Total assets acquired3,358,580 
Liabilities assumed:
Current maturities of long-term debt129,130 
Accounts payable130,273 
Accrued payroll and related costs (1)
23,884 
Taxes payable (1)
29,219 
Interest payable800 
Other current liabilities (1)
44,253 
Total current liabilities357,559 
Long-term debt596,692 
Deferred income taxes4,071 
Noncurrent contract liabilities237,703 
Other liabilities (1)
156,677 
Total liabilities assumed1,352,702 
Net assets acquired2,005,878 
Gain on bargain purchase (1)
(5,005)
Purchase price consideration$2,000,873 
(1)During the nine months ended September 30, 2023, the Company recorded tax adjustments, which resulted in a net decrease to current taxes receivable and current taxes payable of $1.6 million and $9.0 million, respectively, a net increase to deferred tax assets of $25.2 million, a net increase to other current liabilities of $3.0 million, a net increase to reserves for uncertain tax positions of $13.1 million, and a net decrease to other tax liabilities of $14.6 million. Other adjustments were made to remeasure certain payroll tax related balances. As a result of the aforementioned adjustments, initial goodwill recognized on the purchase was revised to a gain on bargain purchase.
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 outstanding2,500 
Exchange Ratio6.366 15,915 
Pacific Drilling warrants outstanding441 
Exchange Ratio1.553 685 
Noble Cayman Shares issued16,600 
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 receivable17,457 
Taxes receivable1,585 
Prepaid expenses and other current assets14,081 
Total current assets88,093 
Property and equipment, net346,167 
Assets held for sale30,063 
Other assets457 
Total assets acquired464,780 
Liabilities assumed:
Accounts payable18,603 
Accrued payroll and related costs16,128 
Taxes payable1,951 
Other current liabilities2,900 
Total current liabilities39,582 
Deferred income taxes798 
Other liabilities4,433 
Total liabilities assumed44,813 
Net assets acquired$419,967 
Gain on bargain purchase62,305 
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)
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, 2022Period from February 6, 2021 through December 31, 2021
Revenue$2,218,117 $1,924,013 
Net income (loss)
$(19,246)$455,928 
Net income (loss) per share
Basic$(0.14)$3.58 
Diluted$(0.14)$3.46 
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