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Acquisitions and Divestitures (Tables)
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [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 Diamond to the identifiable assets acquired and the liabilities assumed based on the fair values as of the Diamond Closing Date. In connection with this acquisition, the Company incurred $84.5 million of acquisition related costs during the year ended December 31, 2024. The results of Diamond operations were included in the Company’s results of operations effective on the Diamond Closing Date. Upon completion of our assessment as of December 31, 2024, the Company concluded that no goodwill nor gain on bargain purchase should be recorded as appropriate under US GAAP.
Purchase price consideration:
Fair value of Ordinary Shares transferred to legacy Diamond shareholders
$857,678 
Fair value of replacement Diamond RSU Awards attributable to the purchase price22,263 
Cash paid to legacy Diamond shareholders583,152 
Cash paid to terminate the Diamond Revolving Credit Facility
308 
Cash paid to settle contingent success fees17,316 
Cash paid for retention bonuses4,422 
Cash paid for short-term incentive plans5,086 
Total purchase price consideration$1,490,225 
Assets acquired:
Cash and cash equivalents$193,243 
Accounts receivable, net193,194 
Taxes receivable6,971 
Prepaid expenses and other current assets69,781 
Total current assets463,189 
Property and equipment, net
1,817,986 
Assets held for sale (1)
5,300 
Other assets193,289 
Total assets acquired2,479,764 
Liabilities assumed:
Accounts payable82,805 
Accrued payroll and related costs36,791 
Taxes payable3,699 
Interest payable19,750 
Other current liabilities137,788 
Total current liabilities280,833 
Long-term debt580,250 
Deferred income taxes184 
Noncurrent contract liabilities27,663 
Other liabilities100,609 
Total liabilities assumed989,539 
Net assets acquired$1,490,225 
(1)During the third quarter of 2024, we sold the Ocean Valiant for total proceeds of $5.6 million. See “Note 5 — Property and Equipment.”
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 $24.9 million, $34.1 million, and $33.1 million of acquisition related costs during the years ended December 31, 2024, 2023, and 2022, respectively. 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 Ordinary 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 in current taxes receivable and current taxes payable of $1.6 million and $9.0 million, respectively, a net increase in deferred tax assets of $25.2 million, a net increase in other current liabilities of $3.0 million, a net increase in reserves for uncertain tax positions of $13.1 million, and a net decrease in 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.
Schedule of Revenue and Net Income of Acquiree subsequent to the Closing of Merger
The following table represents Diamond’s revenue and earnings included in Noble’s Consolidated Statements of Operations subsequent to the Diamond Closing Date of the Diamond Transaction.
Period from
September 4, 2024
through
December 31, 2024
Revenue$336,542 
Net income (loss)$24,431 
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 
Schedule of Pro Forma Financial Information
The following unaudited pro forma summary presents the results of operations as if the Diamond Transaction had occurred on January 1, 2023. 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, 2024Twelve Months Ended December 31, 2023
Revenue$3,081,879 $3,672,860 
Net income (loss)$375,402 $358,549 
Net income (loss) per share:
Basic$2.26 $2.21 
Diluted$2.19 $2.09 
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
Revenue$2,218,117 
Net income (loss)
$(19,246)
Net income (loss) per share
Basic$(0.14)
Diluted$(0.14)