Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 03, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36211 | |
Entity Registrant Name | Noble Corporation | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1575532 | |
Entity Address, Address Line One | 13135 Dairy Ashford, Suite 800 | |
Entity Address, City or Town | Sugar Land | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77478 | |
City Area Code | (281) | |
Local Phone Number | 276-6100 | |
Title of 12(b) Security | Ordinary Shares, par value $0.00001 per share | |
Trading Symbol | NE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 60,172,178 | |
Entity Central Index Key | 0001458891 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Noble Finance Company | ||
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-31306 | |
Entity Registrant Name | Noble Finance Company | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-0366361 | |
Entity Address, Address Line One | 13135 Dairy Ashford, Suite 800 | |
Entity Address, City or Town | Sugar Land | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77478 | |
City Area Code | 281 | |
Local Phone Number | 276-6100 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 261,246,093 | |
Entity Central Index Key | 0001169055 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 112,225 | $ 343,332 |
Accounts receivable, net of allowance for credit losses of zero and $1,069, respectively | 227,644 | 147,863 |
Taxes receivable | 29,565 | 30,767 |
Prepaid expenses and other current assets | 51,476 | 80,322 |
Total current assets | 420,910 | 602,284 |
Intangible assets | 76,262 | 0 |
Property and equipment, at cost | 1,518,663 | 4,777,697 |
Accumulated depreciation | (56,588) | (1,200,628) |
Property and equipment, net | 1,462,075 | 3,577,069 |
Property and equipment held for sale | 88,639 | 0 |
Other assets | 46,882 | 84,584 |
Total assets | 2,094,768 | 4,263,937 |
Current liabilities | ||
Accounts payable | 106,429 | 95,159 |
Accrued payroll and related costs | 56,442 | 36,553 |
Taxes payable | 39,312 | 36,819 |
Interest payable | 4,293 | 0 |
Other current liabilities | 35,031 | 49,820 |
Total current liabilities | 241,507 | 218,351 |
Long-term debt | 406,000 | 0 |
Deferred income taxes | 13,568 | 9,292 |
Other liabilities | 67,025 | 108,039 |
Liabilities subject to compromise | 0 | 4,239,643 |
Total liabilities | 728,100 | 4,575,325 |
Commitments and contingencies (Note 15) | ||
Shareholders’ equity | ||
Common stock | 1 | 2,511 |
Additional paid-in capital | 1,388,388 | 814,796 |
Accumulated deficit | (21,454) | (1,070,683) |
Accumulated other comprehensive income (loss) | (267) | (58,012) |
Total shareholders’ equity | 1,366,668 | (311,388) |
Total liabilities and equity | 2,094,768 | 4,263,937 |
Noble Finance Company | ||
Current assets | ||
Cash and cash equivalents | 111,990 | 343,332 |
Accounts receivable, net of allowance for credit losses of zero and $1,069, respectively | 227,644 | 147,863 |
Accounts receivable from affiliates | 0 | 31,214 |
Taxes receivable | 29,565 | 30,767 |
Prepaid expenses and other current assets | 40,317 | 50,469 |
Total current assets | 409,516 | 603,645 |
Intangible assets | 76,262 | 0 |
Property and equipment, at cost | 1,518,663 | 4,777,697 |
Accumulated depreciation | (56,588) | (1,200,628) |
Property and equipment, net | 1,462,075 | 3,577,069 |
Property and equipment held for sale | 88,639 | 0 |
Other assets | 46,882 | 84,584 |
Total assets | 2,083,374 | 4,265,298 |
Current liabilities | ||
Accounts payable | 100,691 | 83,649 |
Accrued payroll and related costs | 56,442 | 36,516 |
Taxes payable | 39,312 | 36,819 |
Interest payable | 4,293 | 0 |
Other current liabilities | 34,894 | 49,820 |
Total current liabilities | 235,632 | 206,804 |
Long-term debt | 406,000 | 0 |
Deferred income taxes | 13,568 | 9,292 |
Other liabilities | 66,851 | 108,039 |
Liabilities subject to compromise | 0 | 4,154,555 |
Total liabilities | 722,051 | 4,478,690 |
Commitments and contingencies (Note 15) | ||
Shareholders’ equity | ||
Common stock | 26,125 | 26,125 |
Additional paid-in capital | 1,390,801 | 766,714 |
Accumulated deficit | (55,336) | (948,219) |
Accumulated other comprehensive income (loss) | (267) | (58,012) |
Total shareholders’ equity | 1,361,323 | (213,392) |
Total liabilities and equity | $ 2,083,374 | $ 4,265,298 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance for credit loss | $ 0 | $ 1,069,000 |
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.01 |
Ordinary shares, shares outstanding (in shares) | 60,168 | 251,084 |
Noble Finance Company | ||
Accounts receivable, allowance for credit loss | $ 0 | $ 1,069,000 |
Common stock, par value (in usd per share) | $ 0.10 | $ 0.10 |
Ordinary shares, shares outstanding (in shares) | 261,246 | 261,246 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Feb. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating revenues | |||||
Operating revenues | $ 77,481,000 | $ 250,371,000 | $ 241,836,000 | $ 562,147,000 | $ 761,065,000 |
Operating costs and expenses | |||||
Depreciation and amortization | 20,622,000 | 25,248,000 | 90,606,000 | 64,831,000 | 283,652,000 |
General and administrative | 5,727,000 | 14,982,000 | 15,662,000 | 47,939,000 | 106,504,000 |
Merger and integration costs | 0 | 5,033,000 | 0 | 13,786,000 | 0 |
Transaction costs on sale of operating assets | 0 | 3,146,000 | 0 | 3,146,000 | 0 |
Hurricane losses | 0 | 10,441,000 | 0 | 10,441,000 | 0 |
Pre-petition charges | 0 | 0 | 3,894,000 | 0 | 14,409,000 |
Loss on impairment | 0 | 0 | 1,119,517,000 | ||
Total operating costs and expenses | 76,051,000 | 263,864,000 | 260,711,000 | 638,573,000 | 2,007,948,000 |
Operating loss | 1,430,000 | (13,493,000) | (18,875,000) | (76,426,000) | (1,246,883,000) |
Other income (expense) | |||||
Interest expense, net of amounts capitalized | (229,000) | (8,870,000) | (23,427,000) | (23,628,000) | (164,586,000) |
Gain on bargain purchase | 0 | 64,479,000 | 0 | ||
Gain on extinguishment of debt, net | 0 | 0 | 17,847,000 | 0 | 17,254,000 |
Interest income and other, net | 399,000 | 973,000 | 7,872,000 | 7,490,000 | 8,546,000 |
Reorganization items, net | 252,051,000 | 0 | (9,014,000) | 0 | (9,014,000) |
Loss before income taxes | 253,651,000 | (21,390,000) | (25,597,000) | (28,085,000) | (1,394,683,000) |
Income tax benefit (provision) | (3,423,000) | (2,275,000) | (25,271,000) | 6,631,000 | 238,944,000 |
Net loss | $ 250,228,000 | $ (23,665,000) | $ (50,868,000) | $ (21,454,000) | $ (1,155,739,000) |
Basic: | |||||
Net loss (in usd per share) | $ 1 | $ (0.36) | $ (0.20) | $ (0.35) | $ (4.61) |
Diluted: | |||||
Net loss (in usd per share) | $ 0.98 | $ (0.36) | $ (0.20) | $ (0.35) | $ (4.61) |
Contract drilling services | |||||
Operating revenues | |||||
Operating revenues | $ 74,051,000 | $ 231,154,000 | $ 227,050,000 | $ 515,680,000 | $ 714,555,000 |
Operating costs and expenses | |||||
Cost of services | 46,965,000 | 188,552,000 | 137,180,000 | 456,853,000 | 442,479,000 |
Reimbursables and other | |||||
Operating revenues | |||||
Operating revenues | 3,430,000 | 19,217,000 | 14,786,000 | 46,467,000 | 46,510,000 |
Operating costs and expenses | |||||
Cost of services | 2,737,000 | 16,462,000 | 13,369,000 | 41,577,000 | 41,387,000 |
Noble Finance Company | |||||
Operating revenues | |||||
Operating revenues | 77,481,000 | 250,371,000 | 241,836,000 | 562,147,000 | 761,065,000 |
Operating costs and expenses | |||||
Depreciation and amortization | 20,631,000 | 25,241,000 | 90,236,000 | 64,814,000 | 282,385,000 |
General and administrative | 5,729,000 | 7,772,000 | 6,503,000 | 26,690,000 | 30,806,000 |
Merger and integration costs | 0 | 4,149,000 | 0 | 7,099,000 | 0 |
Transaction costs on sale of operating assets | 0 | 2,230,000 | 0 | 2,230,000 | 0 |
Hurricane losses | 0 | 10,441,000 | 0 | 10,441,000 | 0 |
Loss on impairment | 0 | 0 | 1,119,517,000 | ||
Total operating costs and expenses | 75,800,000 | 254,181,000 | 247,083,000 | 607,975,000 | 1,915,580,000 |
Operating loss | 1,681,000 | (3,810,000) | (5,247,000) | (45,828,000) | (1,154,515,000) |
Other income (expense) | |||||
Interest expense, net of amounts capitalized | (229,000) | (8,870,000) | (23,427,000) | (23,628,000) | (164,586,000) |
Gain on extinguishment of debt, net | 0 | 0 | 17,847,000 | 0 | 17,254,000 |
Interest income and other, net | 400,000 | 975,000 | 7,871,000 | 7,489,000 | 8,536,000 |
Reorganization items, net | 195,395,000 | 0 | (49,974,000) | 0 | (49,974,000) |
Loss before income taxes | 197,247,000 | (11,705,000) | (52,930,000) | (61,967,000) | (1,343,285,000) |
Income tax benefit (provision) | (3,422,000) | (2,275,000) | (25,272,000) | 6,631,000 | 238,944,000 |
Net loss | 193,825,000 | (13,980,000) | (78,202,000) | (55,336,000) | (1,104,341,000) |
Noble Finance Company | Contract drilling services | |||||
Operating revenues | |||||
Operating revenues | 74,051,000 | 231,154,000 | 227,050,000 | 515,680,000 | 714,555,000 |
Operating costs and expenses | |||||
Cost of services | 46,703,000 | 187,886,000 | 136,975,000 | 455,124,000 | 441,485,000 |
Noble Finance Company | Reimbursables and other | |||||
Operating revenues | |||||
Operating revenues | 3,430,000 | 19,217,000 | 14,786,000 | 46,467,000 | 46,510,000 |
Operating costs and expenses | |||||
Cost of services | $ 2,737,000 | $ 16,462,000 | $ 13,369,000 | $ 41,577,000 | $ 41,387,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Feb. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net loss | $ 250,228 | $ (23,665) | $ (50,868) | $ (21,454) | $ (1,155,739) |
Other comprehensive income (loss) | |||||
Foreign currency translation adjustments | (116) | 0 | 863 | 0 | (1,812) |
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, net of tax provision | 224 | (435) | 569 | (267) | 1,705 |
Other comprehensive income (loss), net | 108 | (435) | 1,432 | (267) | (107) |
Comprehensive loss | 250,336 | (24,100) | (49,436) | (21,721) | (1,155,846) |
Noble Finance Company | |||||
Net loss | 193,825 | (13,980) | (78,202) | (55,336) | (1,104,341) |
Other comprehensive income (loss) | |||||
Foreign currency translation adjustments | (116) | 0 | 863 | 0 | (1,812) |
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, net of tax provision | 224 | (435) | 569 | (267) | 1,705 |
Other comprehensive income (loss), net | 108 | (435) | 1,432 | (267) | (107) |
Comprehensive loss | $ 193,933 | $ (14,415) | $ (76,770) | $ (55,603) | $ (1,104,448) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Feb. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, tax provision | $ 59,000 | $ 0 | $ 150,000 | $ 0 | $ 450,000 |
Noble Finance Company | |||||
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, tax provision | $ 59,000 | $ 0 | $ 150,000 | $ 0 | $ 450,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 1 Months Ended | 8 Months Ended | 9 Months Ended |
Feb. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | |||
Net loss | $ 250,228,000 | $ (21,454,000) | $ (1,155,739,000) |
Adjustments to reconcile net loss to net cash flow from operating activities: | |||
Depreciation and amortization | 20,622,000 | 64,831,000 | 283,652,000 |
Loss on impairment | 0 | 0 | 1,119,517,000 |
Gain on extinguishment of debt, net | 0 | 0 | (17,254,000) |
Gain on bargain purchase | 0 | (64,479,000) | 0 |
Amortization of intangible asset | 0 | 37,127,000 | 0 |
Reorganization items, net | (280,790,000) | 0 | (11,531,000) |
Deferred income taxes | 2,501,000 | (9,170,000) | 6,825,000 |
Amortization of share-based compensation | 710,000 | 11,624,000 | 7,352,000 |
Other costs, net | (10,754,000) | 1,912,000 | (53,179,000) |
Changes in components of working capital: | |||
Change in taxes receivable | (1,789,000) | 13,810,000 | 29,581,000 |
Net changes in other operating assets and liabilities | (26,176,000) | (10,173,000) | 27,442,000 |
Net cash provided by (used in) operating activities | (45,448,000) | 24,028,000 | 236,666,000 |
Cash flows from investing activities | |||
Capital expenditures | (14,629,000) | (117,750,000) | (112,603,000) |
Cash acquired in stock-based business combination | 0 | 54,970,000 | 0 |
Proceeds from disposal of assets, net | 194,000 | 31,247,000 | 1,428,000 |
Net cash used in investing activities | (14,435,000) | (31,533,000) | (111,175,000) |
Cash flows from financing activities | |||
Issuance of second lien notes | 200,000,000 | 0 | 0 |
Borrowings on credit facilities | 177,500,000 | 40,000,000 | 210,000,000 |
Repayments of credit facilities | (545,000,000) | (27,500,000) | 0 |
Repayments of debt | 0 | 0 | (101,132,000) |
Debt issuance costs | (23,664,000) | 0 | 0 |
Warrants exercised | 0 | 647,000 | 0 |
Cash paid to settle equity compensation awards | 0 | 0 | (1,010,000) |
Taxes withheld on employee stock transactions | (1,000) | 0 | (417,000) |
Net cash provided by (used in) financing activities | (191,165,000) | 13,147,000 | 107,441,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (251,048,000) | 5,642,000 | 232,932,000 |
Cash, cash equivalents and restricted cash, beginning of period | 365,041,000 | 113,993,000 | 105,924,000 |
Cash, cash equivalents and restricted cash, end of period | 113,993,000 | 119,635,000 | 338,856,000 |
Noble Finance Company | |||
Cash flows from operating activities | |||
Net loss | 193,825,000 | (55,336,000) | (1,104,341,000) |
Adjustments to reconcile net loss to net cash flow from operating activities: | |||
Depreciation and amortization | 20,631,000 | 64,814,000 | 282,385,000 |
Loss on impairment | 0 | 0 | 1,119,517,000 |
Gain on extinguishment of debt, net | 0 | 0 | (17,254,000) |
Amortization of intangible asset | 0 | 37,127,000 | 0 |
Reorganization items, net | (203,490,000) | 0 | 49,969,000 |
Deferred income taxes | 2,501,000 | (9,170,000) | 6,825,000 |
Amortization of share-based compensation | 710,000 | 11,624,000 | 7,352,000 |
Other costs, net | (3,054,000) | 1,912,000 | (99,679,000) |
Changes in components of working capital: | |||
Change in taxes receivable | (1,789,000) | 13,810,000 | 29,581,000 |
Net changes in other operating assets and liabilities | (21,808,000) | (7,664,000) | (2,258,000) |
Net cash provided by (used in) operating activities | (12,474,000) | 57,117,000 | 272,097,000 |
Cash flows from investing activities | |||
Capital expenditures | (14,629,000) | (117,750,000) | (112,603,000) |
Proceeds from disposal of assets, net | 194,000 | 31,247,000 | 1,428,000 |
Net cash used in investing activities | (14,435,000) | (86,503,000) | (111,175,000) |
Cash flows from financing activities | |||
Issuance of second lien notes | 200,000,000 | 0 | 0 |
Borrowings on credit facilities | 177,500,000 | 40,000,000 | 210,000,000 |
Repayments of credit facilities | (545,000,000) | (27,500,000) | 0 |
Repayments of debt | 0 | 0 | (101,132,000) |
Debt issuance costs | (10,139,000) | 0 | 0 |
Cash contributed by parent in connection with Pacific Drilling merger | 0 | 54,970,000 | 0 |
Distributions to parent company, net | (26,503,000) | (32,677,000) | (49,829,000) |
Net cash provided by (used in) financing activities | (204,142,000) | 34,793,000 | 59,039,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (231,051,000) | 5,407,000 | 219,961,000 |
Cash, cash equivalents and restricted cash, beginning of period | 345,044,000 | 113,993,000 | 105,878,000 |
Cash, cash equivalents and restricted cash, end of period | $ 113,993,000 | $ 119,400,000 | $ 325,839,000 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Noble Finance Company | Shares | SharesNoble Finance Company | Additional Paid-in Capital | Additional Paid-in CapitalNoble Finance Company | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit)Noble Finance Company | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Noble Finance Company |
Beginning balance (in shares) at Dec. 31, 2019 | 249,200 | 261,246 | ||||||||
Beginning balance at Dec. 31, 2019 | $ 3,658,972 | $ 3,757,980 | $ 2,492 | $ 26,125 | $ 807,093 | $ 757,545 | $ 2,907,776 | $ 3,032,699 | $ (58,389) | $ (58,389) |
Employee related equity activity | ||||||||||
Other comprehensive income (loss), net | (1,568) | |||||||||
Ending balance at Mar. 31, 2020 | (59,957) | |||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 249,200 | 261,246 | ||||||||
Beginning balance at Dec. 31, 2019 | 3,658,972 | 3,757,980 | $ 2,492 | $ 26,125 | 807,093 | 757,545 | 2,907,776 | 3,032,699 | (58,389) | (58,389) |
Employee related equity activity | ||||||||||
Amortization of share-based compensation | 6,342 | 6,342 | ||||||||
Issuance of share-based compensation shares (in shares) | 1,862 | |||||||||
Issuance of share-based compensation shares | 1 | $ 18 | (17) | |||||||
Shares withheld for taxes on equity transactions | (435) | (435) | ||||||||
Distributions to parent company, net | (49,828) | (49,828) | ||||||||
Capital contribution by parent - share-based compensation | 7,352 | 7,352 | ||||||||
Net loss | (1,155,739) | (1,104,341) | (1,155,739) | (1,104,341) | ||||||
Other comprehensive income (loss), net | (107) | (107) | (107) | (107) | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 251,062 | 261,246 | ||||||||
Ending balance at Sep. 30, 2020 | 2,509,034 | 2,611,056 | $ 2,510 | $ 26,125 | 812,983 | 764,897 | 1,752,037 | 1,878,530 | (58,496) | (58,496) |
Beginning balance at Mar. 31, 2020 | (59,957) | |||||||||
Employee related equity activity | ||||||||||
Other comprehensive income (loss), net | 29 | |||||||||
Ending balance (in shares) at Jun. 30, 2020 | 251,041 | 261,246 | ||||||||
Ending balance at Jun. 30, 2020 | 2,556,970 | 2,700,304 | $ 2,510 | $ 26,125 | 811,483 | 763,397 | 1,802,905 | 1,970,710 | (59,928) | (59,928) |
Employee related equity activity | ||||||||||
Amortization of share-based compensation | 1,500 | 1,500 | ||||||||
Issuance of share-based compensation shares (in shares) | 21 | |||||||||
Issuance of share-based compensation shares | 0 | |||||||||
Distributions to parent company, net | (13,978) | (13,978) | ||||||||
Capital contribution by parent - share-based compensation | 1,500 | 1,500 | ||||||||
Net loss | (50,868) | (78,202) | (50,868) | (78,202) | ||||||
Other comprehensive income (loss), net | 1,432 | 1,432 | 1,432 | 1,432 | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 251,062 | 261,246 | ||||||||
Ending balance at Sep. 30, 2020 | $ 2,509,034 | $ 2,611,056 | $ 2,510 | $ 26,125 | 812,983 | 764,897 | 1,752,037 | 1,878,530 | (58,496) | (58,496) |
Beginning balance (in shares) at Dec. 31, 2020 | 251,084 | 261,246 | 251,084 | 261,246 | ||||||
Beginning balance at Dec. 31, 2020 | $ (311,388) | $ (213,392) | $ 2,511 | $ 26,125 | 814,796 | 766,714 | (1,070,683) | (948,219) | (58,012) | (58,012) |
Employee related equity activity | ||||||||||
Amortization of share-based compensation | 710 | 710 | ||||||||
Issuance of share-based compensation shares (in shares) | 43 | |||||||||
Shares withheld for taxes on equity transactions | (1) | (1) | ||||||||
Distributions to parent company, net | (26,503) | (26,503) | ||||||||
Capital contribution by parent - share-based compensation | 710 | 710 | ||||||||
Net loss | 250,228 | 193,825 | 250,228 | 193,825 | ||||||
Other comprehensive income (loss), net | 108 | 108 | 108 | 108 | ||||||
Issuance of Successor common stock and warrants (in shares) | 50,000 | |||||||||
Issuance of Successor common stock and warrants | 1,018,768 | $ 1 | 1,018,767 | |||||||
Cancellation/Elimination of Predecessor equity (in shares) | (251,127) | |||||||||
Cancellation/Elimination of Predecessor equity (in shares) | 60,343 | 1,061,402 | $ (2,511) | (815,505) | 222,601 | 820,455 | 780,897 | 57,904 | 57,904 | |
Ending balance (in shares) at Feb. 05, 2021 | 50,000 | 261,246 | ||||||||
Ending balance at Feb. 05, 2021 | 1,018,768 | 1,016,150 | $ 1 | $ 26,125 | 1,018,767 | 990,025 | 0 | 0 | 0 | 0 |
Employee related equity activity | ||||||||||
Other comprehensive income (loss), net | 0 | |||||||||
Ending balance at Mar. 31, 2021 | 0 | |||||||||
Beginning balance (in shares) at Feb. 05, 2021 | 50,000 | 261,246 | ||||||||
Beginning balance at Feb. 05, 2021 | 1,018,768 | 1,016,150 | $ 1 | $ 26,125 | 1,018,767 | 990,025 | 0 | 0 | 0 | 0 |
Employee related equity activity | ||||||||||
Amortization of share-based compensation | 11,312 | 11,312 | ||||||||
Exchange of common stock for penny warrants (in shares) | (6,463) | |||||||||
Exercise of common stock warrants (in shares) | 31 | |||||||||
Exercise of common stock warrants | 647 | 647 | ||||||||
Issuance of common stock for Pacific Drilling merger (in shares) | 16,600 | |||||||||
Issuance of common stock for Pacific Drilling merger | 357,662 | 357,662 | ||||||||
Distributions to parent company, net | (32,677) | (32,677) | ||||||||
Capital contribution by parent - share-based compensation | 11,312 | 11,312 | ||||||||
Capital contribution by parent - Pacific Drilling merger | 422,141 | 422,141 | ||||||||
Net loss | (21,454) | (55,336) | (21,454) | (55,336) | ||||||
Other comprehensive income (loss), net | $ (267) | $ (267) | (267) | (267) | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 60,168 | 261,246 | 60,168 | 261,246 | ||||||
Ending balance at Sep. 30, 2021 | $ 1,366,668 | $ 1,361,323 | $ 1 | $ 26,125 | 1,388,388 | 1,390,801 | (21,454) | (55,336) | (267) | (267) |
Beginning balance at Mar. 31, 2021 | 0 | |||||||||
Employee related equity activity | ||||||||||
Other comprehensive income (loss), net | 168 | |||||||||
Ending balance (in shares) at Jun. 30, 2021 | 60,150 | 261,246 | ||||||||
Ending balance at Jun. 30, 2021 | 1,385,724 | 1,384,842 | $ 1 | $ 26,125 | 1,383,344 | 1,399,905 | 2,211 | (41,356) | 168 | 168 |
Employee related equity activity | ||||||||||
Amortization of share-based compensation | 4,668 | 4,668 | ||||||||
Exercise of common stock warrants (in shares) | 18 | |||||||||
Exercise of common stock warrants | 376 | 376 | ||||||||
Distributions to parent company, net | (13,772) | (13,772) | ||||||||
Capital contribution by parent - share-based compensation | 4,668 | 4,668 | ||||||||
Net loss | (23,665) | (13,980) | (23,665) | (13,980) | ||||||
Other comprehensive income (loss), net | $ (435) | $ (435) | (435) | (435) | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 60,168 | 261,246 | 60,168 | 261,246 | ||||||
Ending balance at Sep. 30, 2021 | $ 1,366,668 | $ 1,361,323 | $ 1 | $ 26,125 | $ 1,388,388 | $ 1,390,801 | $ (21,454) | $ (55,336) | $ (267) | $ (267) |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1— Organization and Basis of Presentation Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability, collectively with its consolidated subsidiaries (“Noble” or “Successor”), is a leading offshore drilling contractor for the oil and gas industry. We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. As of September 30, 2021, our fleet of 24 drilling rigs consisted of 12 floaters and 12 jackups (including the four drilling rigs that are subject to an agreement to sell, see “Note 7— Property and Equipment”). We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist primarily of large, integrated, independent and government-owned or controlled oil and gas companies throughout the world. On July 31, 2020 (the “Petition Date”), our former parent company, Noble Holding Corporation plc (formerly known as Noble Corporation plc), a public limited company incorporated under the laws of England and Wales (“Legacy Noble” or the “Predecessor”), and certain of its subsidiaries, including Noble Finance Company (formerly known as Noble Corporation), a Cayman Islands company (“Finco”), filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). On September 4, 2020, the Debtors (as defined herein) filed with the Bankruptcy Court the Joint Plan of Reorganization of Noble Corporation plc and its Debtor Affiliates, which was subsequently amended on October 8, 2020 and October 13, 2020 and modified on November 18, 2020 (as amended, modified or supplemented, the “Plan”), and the related disclosure statement. On September 24, 2020, six additional subsidiaries of Legacy Noble (together with Legacy Noble and its subsidiaries that filed on the Petition Date, as the context requires, the “Debtors”) filed voluntary petitions in the Bankruptcy Court. The chapter 11 proceedings were jointly administered under the caption Noble Corporation plc, et al . (Case No. 20-33826) (the “Chapter 11 Cases”). On November 20, 2020, the Bankruptcy Court entered an order confirming the Plan. In connection with the Chapter 11 Cases and the Plan, on and prior to the Effective Date (as defined herein), Legacy Noble and certain of its subsidiaries effectuated certain restructuring transactions pursuant to which Legacy Noble formed Noble as an indirect wholly-owned subsidiary of Legacy Noble and transferred to Noble substantially all of the subsidiaries and other assets of Legacy Noble. On February 5, 2021 (the “Effective Date”), the Plan became effective in accordance with its terms, the Debtors emerged from the Chapter 11 Cases and Noble became the new parent company. In accordance with the Plan, Legacy Noble and its remaining subsidiary will in due course be wound down and dissolved in accordance with applicable law. The Bankruptcy Court closed the Chapter 11 Cases with respect to all Debtors other than Legacy Noble, pending its wind down. Noble is the successor issuer to Legacy Noble for purposes of and pursuant to Rule 15d-5 of the Exchange Act. References to the “Company,” “we,” “us” or “our” in this Quarterly Report are to Noble, together with its consolidated subsidiaries, when referring to periods following the Effective Date, and to Legacy Noble, together with its consolidated subsidiaries, when referring to periods prior to and including the Effective Date. Upon emergence, the Company applied fresh start accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 852 – Reorganizations (“ASC 852”). The application of fresh start accounting resulted in a new basis of accounting and the Company becoming a new entity for financial reporting purposes. Accordingly, our financial statements and notes after the Effective Date are not comparable to our financial statements and notes on and prior to that date. See “Note 3— Reorganization and Fresh Start Accounting” for additional information. Finco was an indirect, wholly-owned subsidiary of Legacy Noble prior to the Effective Date and has been a direct, wholly-owned subsidiary of Noble since the Effective Date. Noble’s principal asset is all of the shares of Finco. Finco has no public equity outstanding. The consolidated financial statements of Noble include the accounts of Finco, and Noble conducts substantially all of its business through Finco and its subsidiaries. As such, the terms “Predecessor” and “Successor” also refers to Finco, as the context requires. |
Chapter 11 Emergence
Chapter 11 Emergence | 9 Months Ended |
Sep. 30, 2021 | |
Reorganizations [Abstract] | |
Chapter 11 Emergence | Note 2— Chapter 11 Emergence On the Petition Date, Legacy Noble and certain of its subsidiaries, including Finco, filed voluntary petitions in the Bankruptcy Court seeking relief under chapter 11 of the Bankruptcy Code. The Plan was confirmed by the Bankruptcy Court on November 20, 2020, and the Debtors emerged from the bankruptcy proceedings on the Effective Date. On the Effective Date, and pursuant to the terms of the Plan, the Company: • Appointed five new members to the Successor’s board of directors to replace all of the directors of the Predecessor, other than the director also serving as President and Chief Executive Officer, who was 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 31.7 million ordinary shares of Noble with a nominal value of $0.00001 per share (“Ordinary Shares”) to holders of Legacy Noble’s Senior Notes due 2026 (the “Guaranteed Notes”) in the cancellation of the Guaranteed Notes; • Transferred approximately 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 Legacy Noble’s then outstanding senior notes (other than the Guaranteed Notes) (the “Legacy Notes”) in cancellation of the Legacy Notes; • Issued approximately 7.7 million Ordinary Shares and $216.0 million principal amount of our senior secured second lien notes (the “Second Lien Notes”) to participants in a rights offering (the “Rights Offering”) at an aggregate subscription price of $200.0 million; • Issued approximately 5.6 million Ordinary Shares to the backstop parties (the “Backstop Parties”) to a Backstop Commitment Agreement, dated October 12, 2020 (the “Backstop Commitment Agreement”), among the Debtors and the Backstop Parties as Holdback Securities (as defined in the Backstop Commitment Agreement); • 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); • 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); • Issued 2.8 million five-year warrants with no Black-Scholes protection (the “Tranche 3 Warrants”) with an exercise price of $124.40 to the holders of Legacy Noble’s ordinary shares outstanding prior to the Effective Date; • Entered into a senior secured revolving credit agreement (the “Revolving Credit Agreement”) that provides 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”); • 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. In addition, Noble 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 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 (“Penny Warrants”). This exchange was completed in late February 2021. Management Incentive Plan. The Plan contemplated that on or after the Effective Date, the Company would adopt a long-term incentive plan and authorize and reserve 7.7 million Ordinary Shares for issuance pursuant to equity incentive awards to be granted under such plan. On February 18, 2021, the Company adopted the long-term incentive plan and authorized and reserved 7.7 million Ordinary Shares for awards to be granted under such plan. Sources of Cash for Plan Distribution. All cash payments made by the Company under the Plan on the Effective Date were funded from cash on hand, proceeds of the Rights Offering, and proceeds of the Revolving Credit Facility. Reorganization Items, Net In accordance with ASC 852, any incremental expenses, gains and losses that are realized or incurred as of or subsequent to the Petition Date and before the Effective Date that are a direct result of the Chapter 11 Cases are recorded under “Reorganization items, net.” The following table summarizes the components of reorganization items included in our Condensed Consolidated Statements of Operations for the period January 1, 2021 through February 5, 2021: Predecessor Noble Finco Period From Period From January 1, 2021 January 1, 2021 through through February 5, 2021 February 5, 2021 Professional fees (1) $ (28,739) $ (8,095) Adjustments for estimated allowed litigation claims 77,300 — Write-off of unrecognized share-based compensation (4,406) (4,406) Gain on settlement of liabilities subject to compromise 2,556,147 2,556,147 Loss on fresh start adjustments (2,348,251) (2,348,251) Total Reorganization items, net $ 252,051 $ 195,395 (1) Payments of $44.2 million and $7.2 million related to professional fees have been presented as cash outflows from operating activities in our Condensed Consolidated Statements of Cash Flows for the period January 1, 2021 through February 5, 2021 for Noble and Finco, respectively. Liabilities Subject to Compromise From the Petition Date until the Effective Date, the Company operated as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. In accordance with ASC 852, on our Condensed Consolidated Balance Sheets prior to the Effective Date, the caption “Liabilities subject to compromise” reflects the expected allowed amount of the pre-petition claims that are not fully secured and that have at least a possibility of not being repaid at the full claim amount. The Company has considered the chapter 11 motions approved by the Bankruptcy Court with respect to the amount and classification of its pre-petition liabilities. The Company evaluated and adjusted the amount and classification of its pre-petition liabilities through the Effective Date. Note 3— Reorganization and Fresh Start Accounting In connection with our emergence from bankruptcy and in accordance with ASC 852, Noble and Finco qualified for and applied fresh start accounting on the Effective Date. Noble and Finco were required to apply fresh start accounting because (i) the holders of existing Legacy Noble voting shares received less than 50% of the voting shares of the Successor, and (ii) the reorganization value of Noble's and Finco's assets, each of which approximated $1.7 billion, immediately prior to confirmation of the Plan was less than the corresponding post-petition liabilities and allowed claims, each of which approximated $4.0 billion. Applying fresh start accounting resulted in new reporting entities with no beginning retained earnings or accumulated deficit. Accordingly, our financial statements and notes after the Effective Date are not comparable to our financial statements and notes on and to prior to that date. With the application of fresh start accounting, we allocated the reorganization value to our individual assets and liabilities (except for deferred income taxes) based on their estimated fair values in conformity with ASC Topic 805, Business Combinations. The amount of deferred taxes was determined in accordance with ASC Topic 740, Income Taxes and ASC 852. The Effective Date fair values of our assets and liabilities differed materially from their recorded values as reflected on the historical balance sheets. As described in “Note 1— Organization and Basis of Presentation,” Noble and Finco are referred to as Successor, as the context requires, and includes the financial position and results of operations of the reorganized Noble and Finco subsequent to February 5, 2021. References to Predecessor relate to the financial position and results of operations of Legacy Noble and Finco prior to, and including, February 5, 2021. Reorganization Value and Valuation of Assets The reorganization value represents the fair value of the Successor’s and Finco’s total assets and was derived from the enterprise value, which represents the estimated fair value of an entity’s long-term debt and equity. As set forth in the Plan, the enterprise value of the reorganized Debtors was estimated to be in the range of $1.1 billion to $1.6 billion with a midpoint of $1.3 billion. The enterprise value range was determined by using a discounted cash flow analysis and a peer group trading analysis, excluding unrestricted cash at emergence. Based on the estimates and assumptions discussed above, we estimated the enterprise value to be the midpoint of the range of estimated enterprise value of $1.3 billion. The following table reconciles the enterprise value to the Successor equity as of the Effective Date: February 5, 2021 Enterprise Value $ 1,300,300 Plus: Cash and cash equivalents 111,968 Less: Fair value of debt (393,500) Fair Value of Successor Equity $ 1,018,768 The following table reconciles the enterprise value to the reorganization value as of the Effective Date: February 5, 2021 Enterprise Value $ 1,300,300 Plus: Cash and cash equivalents 111,968 Plus: Non-interest bearing current liabilities 185,410 Plus: Non-interest bearing non-current liabilities 108,268 Reorganization value of Successor assets $ 1,705,946 With the assistance of financial advisors, we determined the enterprise and corresponding equity value of the Successor by calculating the present value of future cash flows based on our financial projections. The enterprise value and corresponding equity value are dependent upon achieving future financial results set forth in our valuations, as well as the realization of certain other assumptions. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond our control. Accordingly, the estimates, assumptions, valuations or financial projections may not be realized and actual results could vary materially. Valuation Process Under the application of fresh start accounting and with the assistance of valuation experts, we conducted an analysis of the Condensed Consolidated Balance Sheet to determine if any of the Company’s net assets would require a fair value adjustment as of the Effective Date. The results of our analysis indicated that our principal assets, which include mobile offshore drilling units, certain intangibles and debt issued at emergence would require a fair value adjustment on the Effective Date. The rest of the Company’s net assets were determined to have carrying values that approximated fair value on the Effective Date. Further details regarding the valuation process is described further below. Property, Plant and Equipment The valuation of the Company’s mobile offshore drilling units and other related tangible assets was determined by using a combination of (1) the discounted cash flows expected to be generated from our drilling assets over their remaining useful lives and (2) the cost to replace our drilling assets, as adjusted by the current market for similar offshore drilling assets. Assumptions used in our assessment included, but were not limited to, future marketability of each unit in light of the current market conditions and its current technical specifications, timing of future contract awards and expected operating dayrates, operating costs, utilization rates, tax rates, discount rates, capital expenditures, market values, weighting of market values, reactivation costs, estimated economic useful lives and, in certain cases, our belief that a drilling unit is no longer marketable and is unlikely to return to service in the near to medium term. We included an allocation for corporate overhead when calculating the discounted cash flows expected to be generated from our drilling assets over their remaining useful lives. The cash flows were discounted at our weighted average cost of capital (“WACC”), which was derived from a blend of our after-tax cost of debt and our cost of equity, and computed using public share price information for similar offshore drilling market participants, certain US Treasury rates, and certain risk premiums specific to the Company. The valuation of our remaining property and equipment, including owned real estate, construction in progress assets, and other equipment essential to our operations, was determined utilizing a combination of replacement cost and market valuation approaches. Specifically, the land was valued using a sales comparison method of the market approach, in which we utilized recent sales of comparable properties to estimate the fair value on a US Dollar per acre basis. The remaining property and equipment were valued using a cost approach, in which we estimated the replacement cost of the assets and applied adjustments for physical depreciation and obsolescence, where applicable, to arrive at a fair value. Intangible Assets At emergence, we held contracts for drilling services related to certain long-term contracts. Given the contract dayrates relative to market dayrates at the Effective Date, we determined the contracts represent favorable contract intangible assets. Based on a discounted cash flow analysis utilizing the dayrate differential between current market dayrates and the contract dayrates, and a risk-adjusted discount rate of 17%, we determined the aggregate fair value of our contracts for these certain contracts to be $113.4 million above the fair value of the contracts if they were priced at current market dayrates on the Effective Date. The dayrate differential on these contracts as compared to prior years was primarily driven by the combination of continued market oversupply of offshore drilling units, the volatility in oil and gas price and the unprecedented crude product consumption levels experienced in 2020. Debt The valuations of the Company’s Revolving Credit Facility and Second Lien Notes were based on relevant market data as of the Effective Date and the terms of each of the respective instruments. Considering the interest rates and implied yields for the Revolving Credit Facility and Second Lien Notes were within a range of comparable market yields (with considerations for term and seniority), fair value adjustments were recorded relating to each of the instruments. Successor Warrants On the Effective Date, the Company issued Tranche 1 Warrants and Tranche 2 Warrants to certain former bondholders as part of the settlement of their pre-petition claims. The Company also issued Tranche 3 Warrants to holders of the Predecessor’s ordinary shares. The fair values of the warrants on the Effective Date were determined using an options pricing model while considering the contractual terms for each respective tranche, including the mandatory exercise provisions related to Tranche 1 Warrants and Tranche 2 Warrants. The key market data assumptions for the options pricing model are the estimated volatility and the risk-free rate. The volatility assumption was estimated using market data for similar offshore drilling market participants with consideration for differences in size and leverage. The risk-free rate assumption was based on US Constant Maturity Treasury rates as of the Effective Date. Condensed Consolidated Balance Sheet at Emergence The adjustments set forth in the following Condensed Consolidated Balance Sheet as of February 5, 2021 reflect the consummation of the transactions contemplated by the Plan and carried out by the Company (“Reorganization Adjustments”) and the fair value adjustments as a result of the application of fresh start accounting (“Fresh Start Adjustments”). The explanatory notes provide additional information with regard to the adjustments recorded, the methods used to determine fair values and significant assumptions or inputs. The following table reflects the reorganization and application of ASC 852 on our condensed consolidated balance sheet as of February 5, 2021: Predecessor Reorganization Adjustments Fresh Start Adjustments Successor ASSETS Current assets Cash and cash equivalents $ 317,962 $ (205,994) (a) $ — $ 111,968 Accounts receivable, net 189,207 — — 189,207 Taxes receivable 32,556 — — 32,556 Prepaid expenses and other current assets 63,056 (20,302) (b) (10,073) (m) 32,681 Total current assets 602,781 (226,296) (10,073) 366,412 Intangible assets — — 113,389 (n) 113,389 Property and equipment, at cost 4,787,661 — (3,631,936) (o) 1,155,725 Accumulated depreciation (1,221,033) — 1,221,033 (o) — Property and equipment, net 3,566,628 — (2,410,903) 1,155,725 Other assets 69,940 10,983 (c) (10,503) (m) 70,420 Total assets $ 4,239,349 $ (215,313) $ (2,318,090) $ 1,705,946 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 89,215 $ (7,266) (d) $ — $ 81,949 Accrued payroll and related costs 35,615 — — 35,615 Taxes payable 34,211 — — 34,211 Other current liabilities 64,943 21,305 (e) (52,613) (m) 33,635 Total current liabilities 223,984 14,039 (52,613) 185,410 Long-term debt — 352,054 (f) 41,446 (p) 393,500 Deferred income taxes 9,303 (17,328) (g) 29,550 (q) 21,525 Other liabilities 108,489 4,659 (h) (26,405) (m) 86,743 Liabilities subject to compromise 4,143,812 (4,143,812) (i) — — Total liabilities 4,485,588 (3,790,388) (8,022) 687,178 Shareholders’ equity Common stock (Predecessor) 2,511 (2,511) (j) — — Common stock (Successor) — 1 (k) — 1 Additional paid-in capital (Predecessor) 815,505 (815,505) (j) — — Additional paid-in capital (Successor) — 1,018,767 (k) — 1,018,767 Accumulated deficit (1,006,351) 3,374,323 (l) (2,367,972) (r) — Accumulated other comprehensive loss (57,904) — 57,904 (s) — Total shareholders’ equity (246,239) 3,575,075 (2,310,068) 1,018,768 Total liabilities and equity $ 4,239,349 $ (215,313) $ (2,318,090) $ 1,705,946 Reorganization Adjustments (a) Represents the reorganization adjustment to cash and cash equivalents: Proceeds from Rights Offering $ 200,000 Proceeds from the Revolving Credit Facility, net of issuance costs 167,361 Transfer of cash from restricted cash 300 Payment of professional service fees (23,261) Payment of the pre-petition revolving credit facility principal and accrued interest (550,019) Deconsolidation of NHUK (300) Payment of recurring debt fees (75) Change in cash and cash equivalents $ (205,994) (b) Represents the reorganization adjustment for the following: Payment of professional service fees from escrow $ (12,380) Payment of Paragon litigation settlement form escrow (7,700) Transfer of restricted cash to cash (300) Adjustment to miscellaneous receivables related to the deconsolidation of NHUK upon emergence 78 Change in prepaid expenses and other current assets $ (20,302) (c) Adjustments to other assets relates to capitalization of long-term debt issuance costs related to the Revolving Credit Facility of $11.1 million and the impact of reorganization adjustments on deferred tax assets of $(0.1) million. (d) Adjustments to accounts payable related to the payment of professional fees $(15.2) million and the reinstatement of trade payables from liabilities subject to compromise of $8.0 million. (e) Adjustment of $21.3 million to other current liabilities related to the reinstatement of liabilities subject to compromise. (f) Represents $352.1 million of outstanding borrowings, net of financing costs, under the Second Lien Notes and Revolving Credit Facility. (g) Represents the write-off of $(17.3) million deferred income taxes as the result of the Company’s internal restructuring. (h) Represents cancellation o f $(0.1) million cash-based compensation plans and the reinstatement of $4.7 million right-of-use lease liabilities. (i) Liabilities subject to compromise settled or reinstated in accordance with the Plan and the resulting gain were determined as follows: 4.900% senior notes due Aug. 2020 $ 62,535 4.625% senior notes due Mar. 2021 79,937 3.950% senior notes due Mar. 2022 21,213 7.750% senior notes due Jan. 2024 397,025 7.950% senior notes due Apr. 2025 450,000 7.875% senior notes due Feb. 2026 750,000 6.200% senior notes due Aug. 2040 393,597 6.050% senior notes due Mar. 2041 395,000 5.250% senior notes due Mar. 2042 483,619 8.950% senior notes due Apr. 2045 400,000 5.958% revolving credit facility maturing Jan. 2023 545,000 Accrued and unpaid interest 110,300 Protection and indemnity insurance liabilities 25,669 Accounts payable and other payables 8,163 Estimated loss on litigation 15,700 Lease liabilities 6,054 Total consolidated liabilities subject to compromise 4,143,812 Issuance of Successor common stock (854,909) Issuance of Successor warrants to certain Predecessor creditors (141,029) Payment of the pre-petition revolving credit facility principal and accrued interest (550,020) Payment of Paragon litigation settlement from escrow (7,700) Reinstatement of Transocean litigation liability (8,000) Reinstatement of protection and indemnity insurance liabilities (11,791) Reinstatement of trade payables and right-of-use lease liabilities (14,216) Gain on settlement of liabilities subject to compromise $ 2,556,147 (j) Represents the cancellation of the Predecessor’s common stock of $(2.5) million and Additional paid-in capital of $(815.5) million. (k) Represents the reorganization adjustments to common stock and additional paid in capital: Par value of 50 million shares of new common stock issued $ 1 Capital in excess of par value of 50 million issued and authorized shares of new common stock issued 875,931 Fair value of new warrants issued 142,836 Total Successor equity issued on the Effective Date $ 1,018,768 (l) Represents the reorganization adjustments to accumulated deficit: Gain on settlement of liabilities subject to compromise $ 2,556,147 Professional fees and success fees (15,017) Write-off of unrecognized share-based compensation (4,406) Reorganization items, net 2,536,724 Cancellation of Predecessor common stock and additional paid-in capital 820,299 Cancellation of Predecessor cash and equity compensation plans 2,183 Issuance of Successor warrants to Predecessor equity holders (1,807) Deconsolidation of NHUK (222) Recognition of recurring debt fees (75) Tax impacts of reorganization 17,221 Net impact to Accumulated Deficit $ 3,374,323 Fresh Start Adjustments (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 $ (10,073) $ (2,616) $ (52,616) $ (20,320) Write-off of certain financing costs — (6,238) — — Pension assets and obligations — (1,010) 3 (6,085) Fair value adjustments to other assets — (639) — — $ (10,073) $ (10,503) $ (52,613) $ (26,405) (n) Reflects the fair value adjustment of $113.4 million to record an intangible asset for favorable contracts with customers. (o) Reflects the fair value adjustment of $2.4 billion to property and equipment of the Predecessor. The following table presents a comparison of the historical and new fair values upon emergence: Historical Value Fair Value Drilling equipment and facilities $ 4,355,384 $ 1,070,931 Construction in progress 231,626 75,159 Other 200,651 9,635 Less: accumulated depreciation (1,221,033) — Property and equipment, at cost $ 3,566,628 $ 1,155,725 (p) Reflects a fair value adjustment of $41.4 million to the carrying value of the Second Lien Notes due to application of fresh start accounting. (q) New deferred tax balances of $29.6 million were established for favorable contracts with customers due to application of fresh start accounting. (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 $ (10,073) Fair value adjustment to Intangible assets 113,389 Fair value adjustment to Property and equipment, net (2,410,903) Fair value adjustment to Other assets (10,503) Fair value adjustment to Other current liabilities 52,613 Fair value adjustment to Long-term debt (41,446) Fair value adjustment to Deferred income taxes (9,829) Fair value adjustment to Other liabilities 26,405 Derecognition of Predecessor Accumulated other comprehensive loss (57,904) Total fresh start adjustments included in Reorganization items, net (2,348,251) Tax impact of fresh start adjustments (19,721) Net change in accumulated deficit $ (2,367,972) (s) Reflects $57.9 million for the derecognition of Predecessor Accumulated other comprehensive loss through Reorganization items, net. |
Reorganization and Fresh Start
Reorganization and Fresh Start Accounting | 9 Months Ended |
Sep. 30, 2021 | |
Reorganizations [Abstract] | |
Reorganization and Fresh Start Accounting | Note 2— Chapter 11 Emergence On the Petition Date, Legacy Noble and certain of its subsidiaries, including Finco, filed voluntary petitions in the Bankruptcy Court seeking relief under chapter 11 of the Bankruptcy Code. The Plan was confirmed by the Bankruptcy Court on November 20, 2020, and the Debtors emerged from the bankruptcy proceedings on the Effective Date. On the Effective Date, and pursuant to the terms of the Plan, the Company: • Appointed five new members to the Successor’s board of directors to replace all of the directors of the Predecessor, other than the director also serving as President and Chief Executive Officer, who was 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 31.7 million ordinary shares of Noble with a nominal value of $0.00001 per share (“Ordinary Shares”) to holders of Legacy Noble’s Senior Notes due 2026 (the “Guaranteed Notes”) in the cancellation of the Guaranteed Notes; • Transferred approximately 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 Legacy Noble’s then outstanding senior notes (other than the Guaranteed Notes) (the “Legacy Notes”) in cancellation of the Legacy Notes; • Issued approximately 7.7 million Ordinary Shares and $216.0 million principal amount of our senior secured second lien notes (the “Second Lien Notes”) to participants in a rights offering (the “Rights Offering”) at an aggregate subscription price of $200.0 million; • Issued approximately 5.6 million Ordinary Shares to the backstop parties (the “Backstop Parties”) to a Backstop Commitment Agreement, dated October 12, 2020 (the “Backstop Commitment Agreement”), among the Debtors and the Backstop Parties as Holdback Securities (as defined in the Backstop Commitment Agreement); • 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); • 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); • Issued 2.8 million five-year warrants with no Black-Scholes protection (the “Tranche 3 Warrants”) with an exercise price of $124.40 to the holders of Legacy Noble’s ordinary shares outstanding prior to the Effective Date; • Entered into a senior secured revolving credit agreement (the “Revolving Credit Agreement”) that provides 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”); • 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. In addition, Noble 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 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 (“Penny Warrants”). This exchange was completed in late February 2021. Management Incentive Plan. The Plan contemplated that on or after the Effective Date, the Company would adopt a long-term incentive plan and authorize and reserve 7.7 million Ordinary Shares for issuance pursuant to equity incentive awards to be granted under such plan. On February 18, 2021, the Company adopted the long-term incentive plan and authorized and reserved 7.7 million Ordinary Shares for awards to be granted under such plan. Sources of Cash for Plan Distribution. All cash payments made by the Company under the Plan on the Effective Date were funded from cash on hand, proceeds of the Rights Offering, and proceeds of the Revolving Credit Facility. Reorganization Items, Net In accordance with ASC 852, any incremental expenses, gains and losses that are realized or incurred as of or subsequent to the Petition Date and before the Effective Date that are a direct result of the Chapter 11 Cases are recorded under “Reorganization items, net.” The following table summarizes the components of reorganization items included in our Condensed Consolidated Statements of Operations for the period January 1, 2021 through February 5, 2021: Predecessor Noble Finco Period From Period From January 1, 2021 January 1, 2021 through through February 5, 2021 February 5, 2021 Professional fees (1) $ (28,739) $ (8,095) Adjustments for estimated allowed litigation claims 77,300 — Write-off of unrecognized share-based compensation (4,406) (4,406) Gain on settlement of liabilities subject to compromise 2,556,147 2,556,147 Loss on fresh start adjustments (2,348,251) (2,348,251) Total Reorganization items, net $ 252,051 $ 195,395 (1) Payments of $44.2 million and $7.2 million related to professional fees have been presented as cash outflows from operating activities in our Condensed Consolidated Statements of Cash Flows for the period January 1, 2021 through February 5, 2021 for Noble and Finco, respectively. Liabilities Subject to Compromise From the Petition Date until the Effective Date, the Company operated as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. In accordance with ASC 852, on our Condensed Consolidated Balance Sheets prior to the Effective Date, the caption “Liabilities subject to compromise” reflects the expected allowed amount of the pre-petition claims that are not fully secured and that have at least a possibility of not being repaid at the full claim amount. The Company has considered the chapter 11 motions approved by the Bankruptcy Court with respect to the amount and classification of its pre-petition liabilities. The Company evaluated and adjusted the amount and classification of its pre-petition liabilities through the Effective Date. Note 3— Reorganization and Fresh Start Accounting In connection with our emergence from bankruptcy and in accordance with ASC 852, Noble and Finco qualified for and applied fresh start accounting on the Effective Date. Noble and Finco were required to apply fresh start accounting because (i) the holders of existing Legacy Noble voting shares received less than 50% of the voting shares of the Successor, and (ii) the reorganization value of Noble's and Finco's assets, each of which approximated $1.7 billion, immediately prior to confirmation of the Plan was less than the corresponding post-petition liabilities and allowed claims, each of which approximated $4.0 billion. Applying fresh start accounting resulted in new reporting entities with no beginning retained earnings or accumulated deficit. Accordingly, our financial statements and notes after the Effective Date are not comparable to our financial statements and notes on and to prior to that date. With the application of fresh start accounting, we allocated the reorganization value to our individual assets and liabilities (except for deferred income taxes) based on their estimated fair values in conformity with ASC Topic 805, Business Combinations. The amount of deferred taxes was determined in accordance with ASC Topic 740, Income Taxes and ASC 852. The Effective Date fair values of our assets and liabilities differed materially from their recorded values as reflected on the historical balance sheets. As described in “Note 1— Organization and Basis of Presentation,” Noble and Finco are referred to as Successor, as the context requires, and includes the financial position and results of operations of the reorganized Noble and Finco subsequent to February 5, 2021. References to Predecessor relate to the financial position and results of operations of Legacy Noble and Finco prior to, and including, February 5, 2021. Reorganization Value and Valuation of Assets The reorganization value represents the fair value of the Successor’s and Finco’s total assets and was derived from the enterprise value, which represents the estimated fair value of an entity’s long-term debt and equity. As set forth in the Plan, the enterprise value of the reorganized Debtors was estimated to be in the range of $1.1 billion to $1.6 billion with a midpoint of $1.3 billion. The enterprise value range was determined by using a discounted cash flow analysis and a peer group trading analysis, excluding unrestricted cash at emergence. Based on the estimates and assumptions discussed above, we estimated the enterprise value to be the midpoint of the range of estimated enterprise value of $1.3 billion. The following table reconciles the enterprise value to the Successor equity as of the Effective Date: February 5, 2021 Enterprise Value $ 1,300,300 Plus: Cash and cash equivalents 111,968 Less: Fair value of debt (393,500) Fair Value of Successor Equity $ 1,018,768 The following table reconciles the enterprise value to the reorganization value as of the Effective Date: February 5, 2021 Enterprise Value $ 1,300,300 Plus: Cash and cash equivalents 111,968 Plus: Non-interest bearing current liabilities 185,410 Plus: Non-interest bearing non-current liabilities 108,268 Reorganization value of Successor assets $ 1,705,946 With the assistance of financial advisors, we determined the enterprise and corresponding equity value of the Successor by calculating the present value of future cash flows based on our financial projections. The enterprise value and corresponding equity value are dependent upon achieving future financial results set forth in our valuations, as well as the realization of certain other assumptions. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond our control. Accordingly, the estimates, assumptions, valuations or financial projections may not be realized and actual results could vary materially. Valuation Process Under the application of fresh start accounting and with the assistance of valuation experts, we conducted an analysis of the Condensed Consolidated Balance Sheet to determine if any of the Company’s net assets would require a fair value adjustment as of the Effective Date. The results of our analysis indicated that our principal assets, which include mobile offshore drilling units, certain intangibles and debt issued at emergence would require a fair value adjustment on the Effective Date. The rest of the Company’s net assets were determined to have carrying values that approximated fair value on the Effective Date. Further details regarding the valuation process is described further below. Property, Plant and Equipment The valuation of the Company’s mobile offshore drilling units and other related tangible assets was determined by using a combination of (1) the discounted cash flows expected to be generated from our drilling assets over their remaining useful lives and (2) the cost to replace our drilling assets, as adjusted by the current market for similar offshore drilling assets. Assumptions used in our assessment included, but were not limited to, future marketability of each unit in light of the current market conditions and its current technical specifications, timing of future contract awards and expected operating dayrates, operating costs, utilization rates, tax rates, discount rates, capital expenditures, market values, weighting of market values, reactivation costs, estimated economic useful lives and, in certain cases, our belief that a drilling unit is no longer marketable and is unlikely to return to service in the near to medium term. We included an allocation for corporate overhead when calculating the discounted cash flows expected to be generated from our drilling assets over their remaining useful lives. The cash flows were discounted at our weighted average cost of capital (“WACC”), which was derived from a blend of our after-tax cost of debt and our cost of equity, and computed using public share price information for similar offshore drilling market participants, certain US Treasury rates, and certain risk premiums specific to the Company. The valuation of our remaining property and equipment, including owned real estate, construction in progress assets, and other equipment essential to our operations, was determined utilizing a combination of replacement cost and market valuation approaches. Specifically, the land was valued using a sales comparison method of the market approach, in which we utilized recent sales of comparable properties to estimate the fair value on a US Dollar per acre basis. The remaining property and equipment were valued using a cost approach, in which we estimated the replacement cost of the assets and applied adjustments for physical depreciation and obsolescence, where applicable, to arrive at a fair value. Intangible Assets At emergence, we held contracts for drilling services related to certain long-term contracts. Given the contract dayrates relative to market dayrates at the Effective Date, we determined the contracts represent favorable contract intangible assets. Based on a discounted cash flow analysis utilizing the dayrate differential between current market dayrates and the contract dayrates, and a risk-adjusted discount rate of 17%, we determined the aggregate fair value of our contracts for these certain contracts to be $113.4 million above the fair value of the contracts if they were priced at current market dayrates on the Effective Date. The dayrate differential on these contracts as compared to prior years was primarily driven by the combination of continued market oversupply of offshore drilling units, the volatility in oil and gas price and the unprecedented crude product consumption levels experienced in 2020. Debt The valuations of the Company’s Revolving Credit Facility and Second Lien Notes were based on relevant market data as of the Effective Date and the terms of each of the respective instruments. Considering the interest rates and implied yields for the Revolving Credit Facility and Second Lien Notes were within a range of comparable market yields (with considerations for term and seniority), fair value adjustments were recorded relating to each of the instruments. Successor Warrants On the Effective Date, the Company issued Tranche 1 Warrants and Tranche 2 Warrants to certain former bondholders as part of the settlement of their pre-petition claims. The Company also issued Tranche 3 Warrants to holders of the Predecessor’s ordinary shares. The fair values of the warrants on the Effective Date were determined using an options pricing model while considering the contractual terms for each respective tranche, including the mandatory exercise provisions related to Tranche 1 Warrants and Tranche 2 Warrants. The key market data assumptions for the options pricing model are the estimated volatility and the risk-free rate. The volatility assumption was estimated using market data for similar offshore drilling market participants with consideration for differences in size and leverage. The risk-free rate assumption was based on US Constant Maturity Treasury rates as of the Effective Date. Condensed Consolidated Balance Sheet at Emergence The adjustments set forth in the following Condensed Consolidated Balance Sheet as of February 5, 2021 reflect the consummation of the transactions contemplated by the Plan and carried out by the Company (“Reorganization Adjustments”) and the fair value adjustments as a result of the application of fresh start accounting (“Fresh Start Adjustments”). The explanatory notes provide additional information with regard to the adjustments recorded, the methods used to determine fair values and significant assumptions or inputs. The following table reflects the reorganization and application of ASC 852 on our condensed consolidated balance sheet as of February 5, 2021: Predecessor Reorganization Adjustments Fresh Start Adjustments Successor ASSETS Current assets Cash and cash equivalents $ 317,962 $ (205,994) (a) $ — $ 111,968 Accounts receivable, net 189,207 — — 189,207 Taxes receivable 32,556 — — 32,556 Prepaid expenses and other current assets 63,056 (20,302) (b) (10,073) (m) 32,681 Total current assets 602,781 (226,296) (10,073) 366,412 Intangible assets — — 113,389 (n) 113,389 Property and equipment, at cost 4,787,661 — (3,631,936) (o) 1,155,725 Accumulated depreciation (1,221,033) — 1,221,033 (o) — Property and equipment, net 3,566,628 — (2,410,903) 1,155,725 Other assets 69,940 10,983 (c) (10,503) (m) 70,420 Total assets $ 4,239,349 $ (215,313) $ (2,318,090) $ 1,705,946 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 89,215 $ (7,266) (d) $ — $ 81,949 Accrued payroll and related costs 35,615 — — 35,615 Taxes payable 34,211 — — 34,211 Other current liabilities 64,943 21,305 (e) (52,613) (m) 33,635 Total current liabilities 223,984 14,039 (52,613) 185,410 Long-term debt — 352,054 (f) 41,446 (p) 393,500 Deferred income taxes 9,303 (17,328) (g) 29,550 (q) 21,525 Other liabilities 108,489 4,659 (h) (26,405) (m) 86,743 Liabilities subject to compromise 4,143,812 (4,143,812) (i) — — Total liabilities 4,485,588 (3,790,388) (8,022) 687,178 Shareholders’ equity Common stock (Predecessor) 2,511 (2,511) (j) — — Common stock (Successor) — 1 (k) — 1 Additional paid-in capital (Predecessor) 815,505 (815,505) (j) — — Additional paid-in capital (Successor) — 1,018,767 (k) — 1,018,767 Accumulated deficit (1,006,351) 3,374,323 (l) (2,367,972) (r) — Accumulated other comprehensive loss (57,904) — 57,904 (s) — Total shareholders’ equity (246,239) 3,575,075 (2,310,068) 1,018,768 Total liabilities and equity $ 4,239,349 $ (215,313) $ (2,318,090) $ 1,705,946 Reorganization Adjustments (a) Represents the reorganization adjustment to cash and cash equivalents: Proceeds from Rights Offering $ 200,000 Proceeds from the Revolving Credit Facility, net of issuance costs 167,361 Transfer of cash from restricted cash 300 Payment of professional service fees (23,261) Payment of the pre-petition revolving credit facility principal and accrued interest (550,019) Deconsolidation of NHUK (300) Payment of recurring debt fees (75) Change in cash and cash equivalents $ (205,994) (b) Represents the reorganization adjustment for the following: Payment of professional service fees from escrow $ (12,380) Payment of Paragon litigation settlement form escrow (7,700) Transfer of restricted cash to cash (300) Adjustment to miscellaneous receivables related to the deconsolidation of NHUK upon emergence 78 Change in prepaid expenses and other current assets $ (20,302) (c) Adjustments to other assets relates to capitalization of long-term debt issuance costs related to the Revolving Credit Facility of $11.1 million and the impact of reorganization adjustments on deferred tax assets of $(0.1) million. (d) Adjustments to accounts payable related to the payment of professional fees $(15.2) million and the reinstatement of trade payables from liabilities subject to compromise of $8.0 million. (e) Adjustment of $21.3 million to other current liabilities related to the reinstatement of liabilities subject to compromise. (f) Represents $352.1 million of outstanding borrowings, net of financing costs, under the Second Lien Notes and Revolving Credit Facility. (g) Represents the write-off of $(17.3) million deferred income taxes as the result of the Company’s internal restructuring. (h) Represents cancellation o f $(0.1) million cash-based compensation plans and the reinstatement of $4.7 million right-of-use lease liabilities. (i) Liabilities subject to compromise settled or reinstated in accordance with the Plan and the resulting gain were determined as follows: 4.900% senior notes due Aug. 2020 $ 62,535 4.625% senior notes due Mar. 2021 79,937 3.950% senior notes due Mar. 2022 21,213 7.750% senior notes due Jan. 2024 397,025 7.950% senior notes due Apr. 2025 450,000 7.875% senior notes due Feb. 2026 750,000 6.200% senior notes due Aug. 2040 393,597 6.050% senior notes due Mar. 2041 395,000 5.250% senior notes due Mar. 2042 483,619 8.950% senior notes due Apr. 2045 400,000 5.958% revolving credit facility maturing Jan. 2023 545,000 Accrued and unpaid interest 110,300 Protection and indemnity insurance liabilities 25,669 Accounts payable and other payables 8,163 Estimated loss on litigation 15,700 Lease liabilities 6,054 Total consolidated liabilities subject to compromise 4,143,812 Issuance of Successor common stock (854,909) Issuance of Successor warrants to certain Predecessor creditors (141,029) Payment of the pre-petition revolving credit facility principal and accrued interest (550,020) Payment of Paragon litigation settlement from escrow (7,700) Reinstatement of Transocean litigation liability (8,000) Reinstatement of protection and indemnity insurance liabilities (11,791) Reinstatement of trade payables and right-of-use lease liabilities (14,216) Gain on settlement of liabilities subject to compromise $ 2,556,147 (j) Represents the cancellation of the Predecessor’s common stock of $(2.5) million and Additional paid-in capital of $(815.5) million. (k) Represents the reorganization adjustments to common stock and additional paid in capital: Par value of 50 million shares of new common stock issued $ 1 Capital in excess of par value of 50 million issued and authorized shares of new common stock issued 875,931 Fair value of new warrants issued 142,836 Total Successor equity issued on the Effective Date $ 1,018,768 (l) Represents the reorganization adjustments to accumulated deficit: Gain on settlement of liabilities subject to compromise $ 2,556,147 Professional fees and success fees (15,017) Write-off of unrecognized share-based compensation (4,406) Reorganization items, net 2,536,724 Cancellation of Predecessor common stock and additional paid-in capital 820,299 Cancellation of Predecessor cash and equity compensation plans 2,183 Issuance of Successor warrants to Predecessor equity holders (1,807) Deconsolidation of NHUK (222) Recognition of recurring debt fees (75) Tax impacts of reorganization 17,221 Net impact to Accumulated Deficit $ 3,374,323 Fresh Start Adjustments (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 $ (10,073) $ (2,616) $ (52,616) $ (20,320) Write-off of certain financing costs — (6,238) — — Pension assets and obligations — (1,010) 3 (6,085) Fair value adjustments to other assets — (639) — — $ (10,073) $ (10,503) $ (52,613) $ (26,405) (n) Reflects the fair value adjustment of $113.4 million to record an intangible asset for favorable contracts with customers. (o) Reflects the fair value adjustment of $2.4 billion to property and equipment of the Predecessor. The following table presents a comparison of the historical and new fair values upon emergence: Historical Value Fair Value Drilling equipment and facilities $ 4,355,384 $ 1,070,931 Construction in progress 231,626 75,159 Other 200,651 9,635 Less: accumulated depreciation (1,221,033) — Property and equipment, at cost $ 3,566,628 $ 1,155,725 (p) Reflects a fair value adjustment of $41.4 million to the carrying value of the Second Lien Notes due to application of fresh start accounting. (q) New deferred tax balances of $29.6 million were established for favorable contracts with customers due to application of fresh start accounting. (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 $ (10,073) Fair value adjustment to Intangible assets 113,389 Fair value adjustment to Property and equipment, net (2,410,903) Fair value adjustment to Other assets (10,503) Fair value adjustment to Other current liabilities 52,613 Fair value adjustment to Long-term debt (41,446) Fair value adjustment to Deferred income taxes (9,829) Fair value adjustment to Other liabilities 26,405 Derecognition of Predecessor Accumulated other comprehensive loss (57,904) Total fresh start adjustments included in Reorganization items, net (2,348,251) Tax impact of fresh start adjustments (19,721) Net change in accumulated deficit $ (2,367,972) (s) Reflects $57.9 million for the derecognition of Predecessor Accumulated other comprehensive loss through Reorganization items, net. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 4— Acquisitions On April 15, 2021, Noble purchased Pacific Drilling Company LLC (“Pacific Drilling”), an international offshore drilling contractor, in an all-stock transaction (the “Pacific Drilling Merger”) . Pursuant to the terms and conditions set forth in an Agreement and Plan of Merger dated March 25, 2021, (a) each membership interest in Pacific Drilling was converted into the right to receive 6.366 Ordinary Shares and (b) each of Pacific Drilling’s warrants outstanding immediately prior to the effective time of the Pacific Drilling Merger was converted into the right to receive 1.553 Ordinary Shares. As part of the transaction, Pacific Drilling’s equity holders received 16.6 million Ordinary Shares, or approximately 24.9% of the outstanding Ordinary Shares and Penny Warrants at closing. The results of Pacific Drilling’s operations are included in the Company’s results of operations effective April 15, 2021. In connection with this acquisition, the Company acquired seven floaters and subsequently sold two floaters in June 2021 for net proceeds of $29.7 million. In connection with this acquisition, the Company incurred $13.8 million and $5.0 million of acquisition related costs during the period from February 6 through September 30, 2021 and the three months ended September 30, 2021, respectively. Purchase Price Allocation The transaction has been accounted for using the acquisition method of accounting under ASC Topic 805, Business Combinations, with Noble being treated as the accounting acquirer. Under the acquisition method of accounting, the assets and liabilities of Pacific Drilling and its subsidiaries have been recorded at their respective fair values as of the date of completion of the Pacific Drilling Merger and added to Noble’s. The preliminary purchase price assessment remains an ongoing process and is subject to change for up to one year subsequent to the closing date of the Pacific Drilling Merger. Determining the fair values of the assets and liabilities of Pacific Drilling and the consideration paid requires judgment and certain assumptions to be made, the most significant of these being related to the valuation of Pacific Drilling’s mobile offshore drilling units and other related tangible assets and the fair value of the Ordinary Shares issued by Noble. The valuation of the Pacific Drilling’s mobile offshore drilling units was determined by using a combination of (1) the discounted cash flows expected to be generated from the drilling assets over their remaining useful lives and (2) the cost to replace the drilling assets, as adjusted by the current market for similar offshore drilling assets. Assumptions used in our assessment included, but were not limited to, future marketability of each unit in light of the current market conditions and its current technical specifications, timing of future contract awards and expected operating dayrates, operating costs, utilization rates, tax rates, discount rates, capital expenditures, market values, weighting of market values, reactivation costs, estimated economic useful lives and, in certain cases, our belief that a drilling unit is no longer marketable and is unlikely to return to service in the near to medium term. We included an allocation for corporate overhead when calculating the discounted cash flows expected to be generated from our drilling assets over their remaining useful lives. The cash flows were discounted at our weighted average cost of capital (“WACC”), which was derived from a blend of our after-tax cost of debt and our cost of equity, and computed using public share price information for similar offshore drilling market participants, certain US Treasury rates, and certain risk premiums specific to the Company. The inputs and assumptions related to these assets are categorized as Level 3 in the fair value hierarchy. As Noble was not yet trading on the New York Stock Exchange at the time of the Pacific Drilling Merger, the valuation of our Ordinary Shares issued by Noble as consideration required an analysis of the discounted cash flows expected to be generated by the drilling assets of the combined entity. These discounted cash flows were derived utilizing many of the same types of assumptions as were used in the valuation of the Noble drilling assets at emergence as well the Pacific Drilling assets. In addition, the discounted cash flows of the combined entity considered annual cost saving synergies from the operation of the Noble and Pacific Drilling assets as a single fleet, and were accordingly discounted at a market participant WACC for the combined entity. Lastly, the valuation of the Ordinary Shares considered the fair value of debt, warrants and the management incentive plan of the combined entity to arrive at the fair value of common equity. The inputs and assumptions related to the value of Noble’s Ordinary Shares are also categorized as Level 3 in the fair value hierarchy. The Pacific Drilling Merger 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 $64.5 million and is shown as a gain on bargain purchase on Noble’s consolidated statement of operations. Management reviewed the Pacific Drilling assets acquired and liabilities assumed as well as the assumptions utilized in estimating their fair values. Upon completion of our assessment, the Company concluded that recording a gain on bargain purchase was appropriate and required under US GAAP. The bargain purchase was a result of a combination of factors, including a prolonged downturn in the drilling industry which led to challenging fundamentals for many competitors in the offshore drilling sector. The Company believes the seller was motivated to complete the transaction as the emerging market dynamics do not appear to be favorable to smaller rig fleets which operate across multiple regions. The following table represents the preliminary 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 Ordinary Shares issued 16,600 Fair value of Noble Ordinary 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 2,631 Total assets acquired 466,954 Liabilities assumed: Accounts payable 18,603 Other current liabilities 2,900 Accrued payroll and related costs 16,128 Taxes payable 1,951 Total current liabilities 39,582 Deferred income taxes 798 Other liabilities 4,433 Total liabilities assumed 44,813 Net assets acquired $ 422,141 Gain on bargain purchase 64,479 Purchase price consideration $ 357,662 Pacific Drilling Revenue and Net Income The following table represents Pacific Drilling’s revenue and earnings included in Noble’s consolidated statement of operations subsequent to the closing of the Pacific Drilling Merger. Successor Period From Three Months February 6, 2021 Ended through September 30, 2021 September 30, 2021 Revenue $ 35,682 $ 65,629 Net loss $ (12,533) $ (28,865) 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 Three Months February 6, 2021 Ended through September 30, 2021 September 30, 2021 Revenue $ 250,371 $ 584,821 Net loss $ (23,665) $ (53,470) Net loss per share Basic $ (0.36) $ (0.80) Diluted $ (0.36) $ (0.80) 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. |
Accounting Pronouncements
Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Accounting Pronouncements | Note 5— Accounting Pronouncements Accounting Standards Adopted In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, which amends ASC Topic 740, Income Taxes. This update simplifies the accounting for income taxes by removing certain exceptions to general principles. The amendment is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, and is required to be adopted on a retrospective basis for all periods presented. We adopted ASU No. 2019-12, effective January 1, 2021. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Standards In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, in order to provide clarity on how to account for acquired revenue contracts with customers in a business combination. This guidance is effective for public business entities for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date. Early adoption is permitted. The Company is currently evaluating the impact the standard will have on our financial statements. |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Note 6— Income (Loss) Per Share The following table presents the computation of basic and diluted loss per share for Noble: Successor Predecessor Period From Period From Three Months February 6, 2021 January 1, 2021 Three Months Nine Months Ended through through Ended Ended September 30, 2021 September 30, 2021 February 5, 2021 September 30, 2020 September 30, 2020 Numerator: Basic Net income (loss) from continuing operations $ (23,665) $ (21,454) $ 250,228 $ (50,868) $ (1,155,739) Net loss from discontinued operations, net of tax — — — — — Net income (loss) $ (23,665) $ (21,454) $ 250,228 $ (50,868) $ (1,155,739) Diluted Net income (loss) $ (23,665) $ (21,454) $ 250,228 $ (50,868) $ (1,155,739) Denominator: Weighted average shares outstanding - basic 66,623 61,847 251,115 251,058 250,696 Dilutive effect of share-based awards — — 5,456 — — Weighted average shares outstanding - diluted 66,623 61,847 256,571 251,058 250,696 Per share data Basic: Net income (loss) $ (0.36) $ (0.35) $ 1.00 $ (0.20) $ (4.61) Diluted: Net income (loss) $ (0.36) $ (0.35) $ 0.98 $ (0.20) $ (4.61) Only those items having a dilutive impact on our basic loss per share are included in diluted loss per share. The following table displays the share-based instruments that have been excluded from diluted income or loss per share since the effect would have been anti-dilutive: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Three Months Ended through through Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 February 5, 2021 September 30, 2020 September 30, 2020 Share-based awards 3,124 3,124 556 6,431 6,431 Warrants (1) 19,412 19,412 — — — (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. Share capital Successor Share capital On the Effective Date, pursuant to the Plan, Noble issued 50 million Ordinary Shares. Subse quent to the Effective Date, approximately 6.5 million Ordinary Shares were exchanged for Penny Warrants to purchase up to approximately 6.5 million Ordinary shares, with an exercise price of $0.01 per share. Ordinary Shares issuable upon the exercise of Penny Warrants were included in the number of outstanding shares used for the computation of basic net loss per share prior to the exercise of those warrants. As of September 30, 2021, Noble had approximately 60.2 million Ordinary Shares outstanding as compared to approximately 251.1 million Legacy Noble ordinary shares outstanding and trading at December 31, 2020. Pursuant to the Memorandum of Association of Noble Corporation, the share capital of Noble is $6,000 divided into 500,000,000 ordinary shares of a par value of $0.00001 each and 100,000,000 shares of a par value of $0.00001, each of such class or classes having the rights as the board of directors of Noble (the “Board”) may determine from time to time. Predecessor Share capital As discussed in “Note 2— Chapter 11 Emergence,” on the Effective Date and pursuant to the terms of the Plan, all of the Predecessor’s ordinary shares were cancelled. In accordance with the Plan, all agreements, instruments and other documents evidencing, relating to or otherwise connected with any of Legacy Noble’s equity interests outstanding prior to the Effective Date, including all equity-based awards, were cancelled and all such equity interests have no further force or effect after the Effective Date. Pursuant to the Plan, the holders of Legacy Noble’s ordinary shares outstanding prior to the Effective Date received their pro rata share of the Tranche 3 Warrants to acquire Ordinary Shares. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7— Property and Equipment Property and equipment, at cost consisted of the following: Successor Predecessor September 30, 2021 December 31, 2020 Drilling equipment and facilities $ 1,396,570 $ 4,476,960 Construction in progress 110,972 99,812 Other 11,121 200,925 Property and equipment, at cost $ 1,518,663 $ 4,777,697 During the period from February 6 through September 30, 2021 and the period from January 1 through February 5, 2021 , we recognized no impairment charges to our long-lived assets. During the nine months ended September 30, 2020, we recognized a non-cash loss on impairment of $1.1 billion, related to our long-lived assets. See “Note 11— Loss on Impairment” for additional information. In preparation for Hurricane Ida in the US Gulf of Mexico, the Noble Globetrotter II successfully secured the well it was drilling and detached from the blowout preventer without incident. However, during transit, the lower marine riser package, which is a series of controls that sits above the blowout preventer, and a number of riser joints separated from the rig, and certain other damage occurred. Due to the environmental conditions, a number of crew members were treated for minor injuries and released from medical care. The Company has given force majeure notice to the customer of the Noble Globetrotter II in accordance with the governing drilling services contract. The Company has insurance coverage for property damage to rigs due to named storms in the US Gulf of Mexico with a $10.0 million deductible per occurrence and a $50.0 million annual limit; however, our insurance policies may not adequately cover our losses, which could adversely affect our business. Timing differences are likely to exist between the damage costs, capital expenditures made to repair or restore properties and recognition and receipt of insurance proceeds reflected in the Company’s financial statements. The Company assessed the damage sustained on the Noble Globetrotter II , which resulted in $5.4 million of assets written off during the three months ended September 30, 2021 and the period from February 6 through September 30, 2021. The majority of the remaining costs are costs related to the equipment recovery efforts and legal fees and are presented in “Hurricane losses” on the Condensed Consolidated Statement of Operations. On August 25, 2021, the Company and certain subsidiaries of the Company entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) to sell the jackup rigs operated by the Company in Saudi Arabia to ADES International Holding Limited (“ADES”) for a purchase price of $292.4 million in cash. Pursuant to the terms of the Purchase and Sale Agreement, the jackups, Noble Roger Lewis , Noble Scott Marks , Noble Joe Knight , and Noble Johnny Whitstine , together with certain related assets, were sold to ADES. The closing of the sale occurred in November 2021, and the Company expects to recognize a gain, net of transaction costs, in the fourth quarter of 2021 associated with the disposal of these assets. The Company believes these rigs qualify for the held for sale classification on our balance sheet. The net income before income taxes for the four rigs classified as held for sale was: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Three Months Ended through through Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 February 5, 2021 September 30, 2020 September 30, 2020 Net income before income taxes (1) $ 9,768 $ 15,176 $ 3,128 $ 741 $ 20,061 (1) Excludes Reorganization items, net The Purchase and Sale Agreement also included certain covenants that the Company has agreed to not carry on or be engaged in the operation of jackup drilling rigs in the territorial waters of the Kingdom of Saudi Arabia in the Arabian Gulf for a term after the closing date of (i) one year for purposes of drilling gas wells and (ii) two years for the purposes of drilling oil wells. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 8— Debt Post-emergence Debt Senior Secured Revolving Credit Facility On the Effective Date, Finco and Noble International Finance Company (“NIFCO”) entered into the Revolving Credit Agreement providing for the $675.0 million Revolving Credit Facility and canceled all debt that existed immediately prior to the Effective Date. The Revolving Credit Facility matures on July 31, 2025. Subject to the satisfaction of certain conditions, Finco may from time to time designate one or more of Finco’s other wholly-owned subsidiaries as additional borrowers under the Revolving Credit Agreement (collectively with Finco and NIFCO, the “Borrowers”). As of the Effective Date, $177.5 million of loans were outstanding, and $8.8 million of letters of credit were issued, under the Revolving Credit Facility. As of September 30, 2021, we had $190.0 million of loans outstanding and $8.7 million of letters of credit issued under the Revolving Credit Facility and an additional $11.7 million in letters of credit and surety bonds issued under bilateral arrangements. All obligations of the Borrowers under the Revolving Credit Agreement, certain cash management obligations and certain swap obligations are unconditionally guaranteed, on a joint and several basis, by Finco and certain of its direct and indirect subsidiaries (collectively with the Borrowers, the “Credit Parties”), including a guarantee by each Borrower of the obligations of each other Borrower under the Revolving Credit Agreement. All such obligations, including the guarantees of the Revolving Credit Facility, are secured by senior priority liens on substantially all assets of, and the equity interests in, each Credit Party, subject to certain exceptions and limitations described in the Revolving Credit Agreement. Neither Pacific Drilling nor any of its subsidiaries is a subsidiary guarantor of the Revolving Credit Facility, and none of their assets secure the Revolving Credit Facility. The loans outstanding under the Revolving Credit Facility bear interest at a rate per annum equal to the applicable margin plus, at Finco’s option, either: (i) the reserve-adjusted LIBOR or (ii) a base rate, determined as the greatest of (x) the prime loan rate as published in the Wall Street Journal, (y) the federal funds effective rate plus ½ of 1%, and (z) the reserve-adjusted one-month LIBOR plus 1%. The applicable margin is initially 4.75% per annum for LIBOR loans and 3.75% per annum for base rate loans and will be increased by 50 basis points after July 31, 2024, and may be increased by an additional 50 basis points under certain conditions described in the Revolving Credit Agreement. The Borrowers are required to pay customary quarterly commitment fees and letter of credit and fronting fees. Availability of borrowings under the Revolving Credit Agreement is subject to the satisfaction of certain conditions, including restrictions on borrowings if, after giving effect to any such borrowings and the application of the proceeds thereof, (i) the aggregate amount of Available Cash (as defined in the Revolving Credit Agreement) would exceed $100.0 million, (ii) the Consolidated First Lien Net Leverage Ratio (as defined in the Revolving Credit Agreement) would be greater than 5.50 to 1.00 and the aggregate principal amount outstanding under the Revolving Credit Facility would exceed $610.0 million, or (iii) the Asset Coverage Ratio (as described below) would be less than 2.00 to 1.00. Mandatory prepayments and, under certain circumstances, commitment reductions are required under the Revolving Credit Facility in connection with (i) certain asset sales, asset swaps and events of loss (subject to reinvestment rights if no event of default exists) and (ii) certain debt issuances. Available Cash in excess of $150.0 million is also required to be applied periodically to prepay loans (without a commitment reduction). The loans under the Revolving Credit Facility may be voluntarily prepaid, and the commitments thereunder voluntarily terminated or reduced, by the Borrowers at any time without premium or penalty, other than customary breakage costs. The Revolving Credit Agreement obligates Finco and its restricted subsidiaries to comply with the following financial maintenance covenants: • 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 (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 2.00 to 1.00. The Revolving Credit Facility contains affirmative and negative covenants, representations and warranties and events of default that the Company considers customary for facilities of this type. Second Lien Notes Indenture On the Effective Date, pursuant to the Backstop Commitment Agreement and in accordance with the Plan, Noble and Finco consummated the Rights Offering of Second Lien Notes and associated Ordinary Shares at an aggregate subscription price of $200.0 million. An aggregate principal amount of $216.0 million of Second Lien Notes was issued in the Rights Offering, which includes the aggregate subscription price of $200.0 million plus a backstop fee of $16.0 million which was paid in kind. The Second Lien Notes mature on February 15, 2028. The Second Lien Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured second-priority basis, by the direct and indirect subsidiaries of Finco that are Credit Parties under the Revolving Credit Facility. Neither Pacific Drilling nor any of its subsidiaries is a subsidiary guarantor of the Second Lien Notes, and none of their assets secure the Second Lien Notes. The Second Lien Notes and such guarantees are secured by senior priority liens on the assets subject to liens securing the Revolving Credit Facility, including the equity interests in Finco and each guarantor of the Second Lien Notes, all of the rigs owned by the Company as of the Effective Date or acquired thereafter, certain assets related thereto, and substantially all other assets of Finco and such guarantors, in each case, subject to certain exceptions and limitations. Such collateral does not include any assets of, or equity interests in, Pacific Drilling or any of its subsidiaries. Interest on the Second Lien Notes accrues, at Finco’s option, at a rate of: (i) 11% per annum, payable in cash; (ii) 13% per annum, with 50% of such interest to be payable in cash and 50% of such interest to be payable by issuing additional Second Lien Notes (“PIK Notes”); or (iii) 15% per annum, with the entirety of such interest to be payable by issuing PIK Notes. Finco shall pay interest semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2021. For accrual purposes, we have assumed we will make the next interest payment in cash and have accrued at a rate of 11%; however, the actual interest election will be made no later than the record date for such interest payment. On or after February 15, 2024, Finco may redeem all or part of the Second Lien Notes at fixed redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Finco may also redeem the Second Lien Notes, in whole or in part, at any time and from time to time on or before February 14, 2024 at a redemption price equal to 106% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, plus a “make-whole” premium. Notwithstanding the foregoing, if a Change of Control (as defined in the Second Lien Notes Indenture) occurs prior to (but not including) February 15, 2024, then, within 120 days of such Change of Control, Finco may elect to purchase all remaining outstanding Second Lien Notes at a redemption price equal to 106% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The Second Lien Notes contain covenants and events of default that the Company considers customary for notes of this type. Pre-emergence Debt 2017 Credit Facility In December 2017, Noble Cayman Limited, a Cayman Islands company and a wholly-owned indirect subsidiary of Finco; Noble International Finance Company, a Cayman Islands company and a wholly-owned indirect subsidiary of Finco; and Noble Holding UK Limited, a company incorporated under the laws of England and Wales and a wholly-owned direct subsidiary of Legacy Noble (“NHUK”), as parent guarantor, entered into a senior unsecured credit agreement (as amended, the “2017 Credit Facility”). In July 2019, we executed a first amendment to our 2017 Credit Facility, which, among other things, reduced the maximum aggregate amount of commitments thereunder from $1.5 billion to $1.3 billion. Prior to the filing of the Chapter 11 Cases, the 2017 Credit Facility was scheduled to mature in January 2023. Borrowings were available for working capital and other general corporate purposes. The filing of the Chapter 11 Cases constituted events of default that accelerated the Company’s obligations under the indentures governing our outstanding senior notes and under our 2017 Credit Facility. In addition, the unpaid principal and interest due under our indentures and the 2017 Credit Facility became immediately due and payable. However, any efforts to enforce such payment obligations with respect to our senior notes and 2017 Credit Facility were automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement were subject to the applicable provisions of the Bankruptcy Code. See “Note 1— Organization and Basis of Presentation” for additional information. The Company had $545.0 million outstanding under the 2017 Credit Facility prior to the Effective Date. On the Effective Date, all outstanding obligations under the 2017 Credit Facility were terminated and the holders of claims under the 2017 Credit Facility had such obligations repaid using cash on hand, repaid using proceeds from the Rights Offering, or refinanced through the Revolving Credit Facility. On the Effective Date, all liens and security interests granted to secure such obligations were terminated and are of no further force and effect. Seller Loans In February 2019, we purchased the Noble Joe Knight for $83.8 million with a $53.6 million seller-financed secured loan (the “2019 Seller Loan”). In September 2018, we purchased the Noble Johnny Whitstine for $93.8 million with a $60.0 million seller-financed secured loan (the “2018 Seller Loan” and, together with the 2019 Seller Loan, the “Seller Loans”). In April 2020, the Company agreed with the lender under the Seller Loans to pay off 85% of the outstanding principal amount of the Seller Loans in exchange for a discount to the outstanding loan balance. On April 20, 2020, the Company made a payment of $48.1 million under the 2019 Seller Loan and $53.6 million under the 2018 Seller Loan, and, upon the lender’s receipt of such payment, interest ceased accruing, and the financial covenants set forth in the agreements relating to the Seller Loans ceased to apply. On July 20, 2020, at the conclusion of the 90-day period following the payment date, all outstanding amounts were reduced to zero, all security was released, and the Seller Loans were terminated. Senior Notes On the Effective Date, in accordance with the Plan, all outstanding obligations under our senior notes were cancelled and the indentures governing such obligations were cancelled, except to the limited extent expressly set forth in the Plan. See “Note 2— Chapter 11 Emergence” for additional information. Fair Value of Debt Fair value represents the amount at which an instrument could be exchanged in a current transaction between willing parties. The estimated fair value of our debt instruments was based on the quoted market prices for similar issues or on the current rates offered to us for debt of similar remaining maturities (Level 2 measurement). The carrying amount of the Revolving Credit Facility approximates fair value as the interest rate is variable and reflective of market rates. All remaining fair value disclosures are presented in “Note 14— Fair Value of Financial Instruments.” The following table presents the carrying value, net of unamortized debt issuance costs and discounts or premiums, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively: Successor Predecessor September 30, 2021 December 31, 2020 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Senior secured notes: 11.000% Second Lien Notes due February 2028 $ 216,000 $ 239,071 $ — $ — Senior unsecured notes: 4.900% Senior Notes due August 2020 — — 62,535 1,366 4.625% Senior Notes due March 2021 — — 79,936 1,596 3.950% Senior Notes due March 2022 — — 21,213 354 7.750% Senior Notes due January 2024 — — 397,025 7,925 7.950% Senior Notes due April 2025 — — 450,000 8,348 7.875% Senior Notes due February 2026 — — 750,000 301,935 6.200% Senior Notes due August 2040 — — 393,596 7,966 6.050% Senior Notes due March 2041 — — 395,002 7,327 5.250% Senior Notes due March 2042 — — 483,619 9,701 8.950% Senior Notes due April 2045 — — 400,000 7,420 Credit facility: Senior Secured Revolving Credit Facility matures July 2025 190,000 190,000 — — 2017 Credit Facility matures January 2023 — — 545,000 545,000 Total debt 406,000 429,071 3,977,926 898,938 Less: Current maturities of long-term debt — — — — Long-term debt $ 406,000 $ 429,071 $ — $ — At September 30, 2021, there were no unamortized debt issuance costs and discounts or premiums associated with the Second Lien Notes, an d $11.1 million of u namortized debt issuance costs associated with the Revolving Credit Facility. At December 31, 2020, all unamortized debt issuance costs and discounts or premiums associated with Predecessor debt had been written off. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Note 9— Accumulated Other Comprehensive Income (Loss) The following table presents the changes in the accumulated balances for each component of “Accumulated other comprehensive income (loss)” (“AOCI”) for the period from February 6 through September 30, 2021 , the period from January 1 through February 5, 2021 and the three and nine months ended September 30, 2020 . All amounts within the table are shown net of tax. Defined Benefit Pension Items (1) Foreign Currency Items Total Balance at 12/31/2019 (Predecessor) $ (40,635) $ (17,754) $ (58,389) Activity during period: Other comprehensive loss before reclassifications — (2,136) (2,136) Amounts reclassified from AOCI 568 — 568 Net other comprehensive income (loss) 568 (2,136) (1,568) Balance at 3/31/2020 (Predecessor) $ (40,067) $ (19,890) $ (59,957) Activity during period: Other comprehensive loss before reclassifications — (539) (539) Amounts reclassified from AOCI 568 — 568 Net other comprehensive income (loss) 568 (539) 29 Balance at 6/30/2020 (Predecessor) $ (39,499) $ (20,429) $ (59,928) Activity during period: Other comprehensive income (loss) before reclassifications — 863 863 Amounts reclassified from AOCI 569 — 569 Net other comprehensive income 569 863 1,432 Balance at 9/30/20 (Predecessor) $ (38,930) $ (19,566) $ (58,496) Balance at 12/31/2020 (Predecessor) $ (39,737) $ (18,275) $ (58,012) Activity during period: Other comprehensive loss before reclassifications — (116) (116) Amounts reclassified from AOCI 224 — 224 Net other comprehensive income (loss) 224 (116) 108 Cancellation of Predecessor equity 39,513 18,391 57,904 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 168 — 168 Amounts reclassified from AOCI — — — Net other comprehensive income 168 — 168 Balance at 6/30/2021 (Successor) $ 168 $ — $ 168 Activity during period: Other comprehensive loss before reclassifications (435) — (435) Amounts reclassified from AOCI — — — Net other comprehensive loss (435) — (435) Balance at 9/30/2021 (Successor) $ (267) $ — $ (267) (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. |
Revenue and Customers
Revenue and Customers | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Customers | Note 10— Revenue and Customers Contract Balances Accounts receivable are recognized when the right to consideration becomes unconditional based upon contractual billing schedules. Payment terms on invoiced amounts typically range from 30 to 60 days. Current contract asset and liability balances are included in “Prepaid expenses and other current assets” and “Other current liabilities,” respectively, and noncurrent contract assets and liabilities are included in “Other assets” and “Other liabilities,” respectively, on our Condensed Consolidated Balance Sheets. The following table provides information about contract assets and contract liabilities from contracts with customers: Successor Predecessor September 30, 2021 December 31, 2020 Current contract assets $ 4,143 $ 10,687 Noncurrent contract assets — 3,174 Total contract assets 4,143 13,861 Current contract liabilities (deferred revenue) (13,025) (34,990) Noncurrent contract liabilities (deferred revenue) (4,466) (24,896) Total contract liabilities $ (17,491) $ (59,886) Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the nine months ended September 30, 2021 and 2020 are as follows: Contract Assets Contract Liabilities Net balance at 12/31/2019 (Predecessor) $ 30,800 $ (65,055) Amortization of deferred costs (22,736) — Additions to deferred costs 7,365 — Amortization of deferred revenue — 46,523 Additions to deferred revenue — (41,515) Total (15,371) 5,008 Net balance at 9/30/2020 (Predecessor) $ 15,429 $ (60,047) Net balance at 12/31/2020 (Predecessor) $ 13,861 $ (59,886) Amortization of deferred costs (1,607) — Additions to deferred costs 432 — Amortization of deferred revenue — 4,142 Additions to deferred revenue — (25,479) Fresh start accounting revaluation (12,686) 72,936 Total $ (13,861) $ 51,599 Net balance at 2/5/21 (Predecessor) $ — $ (8,287) Net balance at 2/6/21 (Successor) $ — $ (8,287) Amortization of deferred costs (1,293) — Additions to deferred costs 5,436 — Amortization of deferred revenue — 5,962 Additions to deferred revenue — (15,166) Total 4,143 (9,204) Net balance at 9/30/2021 (Successor) $ 4,143 $ (17,491) Customer Contract Intangible Assets Upon emergence from the Chapter 11 Cases, the Company recognized a fair value adjustment of $113.4 million related to intangible assets for certain favorable customer contracts. These intangible assets will be amortized as a reduction of contract drilling services revenue from the Effective Date through the remainder of the contracts, approximately 18 months and 32 months, respectively. As of September 30, 2021, the net carrying amount was $76.3 million, $113.4 million gross less $37.1 million accumulated amortization. The expected remaining amortization is as follows: $14.4 million for the three-month period ending December 31, 2021 and $43.5 million and $18.4 million for the years ending December 31, 2022 and 2023, respectively. We assess the recoverability of the unamortized balance when indicators of impairment are present. Should the review indicate that the carrying value is not fully recoverable, the portion not fully recoverable would be recognized as an impairment loss. We considered the events surrounding Hurricane Ida and the Noble Globetrotter II , including the associated force majeure notice and the need for the rig to go into the shipyard, to be a triggering event. After the Company’s review, we determined the carrying value of the related customer contract intangible was recoverable and no impairment loss was recognized. Transaction Price Allocated to the Remaining Performance Obligations The following table reflects revenue expected to be recognized in the future related to unsatisfied performance obligations, by rig type, as of September 30, 2021: For the Years Ended December 31, 2021 (1) 2022 2023 2024 2025 and beyond Total Floaters $ 2,371 $ 14,804 $ 316 $ — $ — $ 17,491 Jackups — — — — — — Total $ 2,371 $ 14,804 $ 316 $ — $ — $ 17,491 (1) Represents a three-month period beginning October 1, 2021. The revenue included above consists of expected mobilization, demobilization, and upgrade revenue for unsatisfied performance obligations. The amounts are derived from the specific terms within drilling contracts that contain such provisions, and the expected timing for recognition of such revenue is based on the estimated start date and duration of each respective contract based on information known at September 30, 2021. The actual timing of recognition of such amounts may vary due to factors outside of our control. We have taken the optional exemption, permitted by accounting standards, to exclude disclosure of the estimated transaction price related to the variable portion of unsatisfied performance obligations at the end of the reporting period, as our transaction price is based on a single performance obligation consisting of a series of distinct hourly, or more frequent, periods, the variability of which will be resolved at the time of the future services. Disaggregation of Revenue The following table provides information about contract drilling revenue by rig types: Successor Predecessor Three Months Ended Three Months Ended September 30, 2021 September 30, 2020 Floaters $ 158,313 $ 127,286 Jackups 72,841 99,764 Total $ 231,154 $ 227,050 Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Nine Months Ended September 30, 2021 February 5, 2021 September 30, 2020 Floaters $ 349,634 $ 50,057 $ 367,304 Jackups 166,046 23,994 347,251 Total $ 515,680 $ 74,051 $ 714,555 |
Loss on Impairment
Loss on Impairment | 9 Months Ended |
Sep. 30, 2021 | |
Asset Impairment Charges [Abstract] | |
Loss on Impairment | Note 11— Loss on Impairment Asset Impairments We evaluate our property and equipment for impairment whenever there are changes in facts that suggest that the value of the asset is not recoverable. During the period from February 6 through September 30, 2021 and the period from January 1 through February 5, 2021 , no impairment was recognized on our fleet. In connection with the preparation of our financial statements for the first quarter of 2020, we conducted a review of our fleet to determine recoverability and recognized approximately $1.1 billion in impairment charges for four floaters, and $5.5 million of impairment charges related to certain capital spare equipment. For our impaired floaters, we estimated the fair value by applying the income valuation approach utilizing significant unobservable inputs, representative of a Level 3 fair value measurement. The review included an assessment of certain assumptions, including future marketability of each unit in light of the then-current market conditions and their current technical specifications. Assumptions used in our assessment included, but were not limited to, timing of future contract awards and expected operating dayrates, operating costs, utilization rates, discount rates, capital expenditures, reactivation costs, estimated economic useful lives and, in certain cases, our belief that a drilling unit is no longer marketable and is unlikely to return to service in the near to medium term. While we have experienced favorable trends in 2021, the global economic turmoil that began in 2020 continues to evolve and its duration and ultimate disruption to our customers’ and our business cannot be estimated at this time. The worldwide supply of rigs still exceeds current demand from customers in both the floater and jackup markets. If we experience prolonged unfavorable changes to current market conditions, reactivation costs or dayrates or if we are unable to secure new or extended contracts for our active rigs at favorable rates, it is reasonably possible that the estimate of undiscounted cash flows may change in the near term, resulting in the need to write down the affected assets to their corresponding estimated fair values. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12— Income Taxes As described in “Note 2— Chapter 11 Emergence,” in accordance with the Plan, the Predecessor’s Legacy Notes were cancelled and exchanged for Successor’s Ordinary Shares and Warrants. The cancellation of indebtedness income resulting from such restructuring transactions has significantly reduced the Company’s US tax attributes, including but not limited to net operating loss carryforwards. As a result of the emergence from bankruptcy, on the Effective Date, the Company experienced an ownership change under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), which is anticipated to subject certain remaining tax attributes to an annual limitation under Section 382 of the Code. On the Effective Date, the Company had net deferred tax liabilities in total of $21.5 million inclusive of a valuation allowance of $4.7 million. Because of the impact the cumulative operating losses have on the determination of the recoverability of deferred tax assets through future earnings and the negative evidence associated with the bankruptcy reorganization, the Company assessed the realizability of its deferred tax assets based on the future reversals of existing deferred tax liabilities. Accordingly, the Company established a new valuation allowance upon emergence of $4.7 million for a portion of its deferred tax assets. At September 30, 2021, the Company had a deferred tax asset of $8.7 million net of valuation allowance. Additionally, the Company also had deferred tax liabilities of $13.6 million inclusive of a valuation allowance of $4.5 million. At September 30, 2021, the reserves for uncertain tax positions totaled $50.9 million (net of related tax benefits of $0.3 million). At December 31, 2020, the reserves for uncertain tax positions totaled $42.5 million (net of related tax benefits of $0.4 million). It is reasonably possible that our existing liabilities related to our reserve for uncertain tax positions may fluctuate in the next 12 months primarily due to the completion of open audits or the expiration of statutes of limitation. During the period ended on February 5, 2021, our income tax provision included a tax benefit of $1.7 million related to non-US reserve release, tax expense of $2.5 million related to fresh start and reorganization adjustments, and other recurring tax expenses of approximately $2.6 million. On the Effective Date, our income tax provision included tax expenses of $2.5 million associated with reorganization and fresh start adjustments. As a result of the Pacific Drilling Merger, the Company recorded a net decrease of $18.4 million to Pacific Drilling’s historical tax reserve balance and a net adjustment of $2.9 million to other tax balances. During the period from February 6, 2021 to September 30, 2021, our tax provision included tax benefits of $24.2 million related to US and non-US reserve releases, $12.6 million related to a US tax refund, and $1.2 million related primarily to deferred tax adjustments. Such tax benefits were partially offset by tax expenses of $12.6 million related to various recurring items and $18.6 million related to non-US tax reserves. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 13— Employee Benefit Plans Pension costs include the following components f or the period from February 6 through September 30, 2021, the period from January 1 through February 5, 2021, the three months ended September 30, 2021 and the three and nine months ended September 30, 2020: Successor Predecessor Three Months Ended Three Months Ended September 30, 2021 September 30, 2020 Non-US US Non-US US Interest cost $ 344 $ 1,634 $ 450 $ 1,892 Return on plan assets (229) (3,177) (517) (2,919) Recognized net actuarial loss — — 3 716 Net pension benefit cost (gain) $ 115 $ (1,543) $ (64) $ (311) Successor Predecessor Period From February 6, 2021 through September 30, 2021 Period From January 1, 2021 through February 5, 2021 Nine Months Ended Non-US US Non-US US Non-US US Interest cost $ 926 $ 4,358 $ 99 $ 621 $ 1,313 $ 5,676 Return on plan assets (616) (8,471) (69) (1,250) (1,510) (8,757) Recognized net actuarial loss — — 1 282 7 2,149 Net pension benefit cost (gain) $ 310 $ (4,113) $ 31 $ (347) $ (190) $ (932) During the period from February 6 through September 30, 2021, the period from January 1 through February 5, 2021 and the three and nine months ended September 30, 2020 , we made no contributions to our pension plans. Effective December 31, 2016, employees and alternate payees accrue no future benefits under the US plans and, as such, Noble recognized no service costs with the plans for the period from February 6 through September 30, 2021, the period from January 1 through February 5, 2021 and the three and nine months ended September 30, 2020 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 14— Fair Value of Financial Instruments The following tables present the carrying amount and estimated fair value of our financial instruments recognized at fair value on a recurring basis: Successor: September 30, 2021 Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets - Marketable securities $ 7,205 $ 7,205 $ — $ — Predecessor: December 31, 2020 Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets - Marketable securities $ 12,326 $ 12,326 $ — $ — |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15— Commitments and Contingencies Tax matters Subsequent to our filing of an Application for Tentative Refund with the Internal Revenue Service (“IRS”) under the CARES Act in the months of April and August 2020, the IRS informed us that it would be conducting a limited scope examination of the taxable years ended December 31, 2012, 2013, 2014, 2018 and 2019. In June 2021, the IRS completed its limited scope examination and did not propose any adjustments to the taxable years ended December 31, 2012, 2013, 2014, 2018 and 2019. In September 2021, the Congressional Joint Committee approved our remaining outstanding CARES Act refund of $15.0 million. We expect to receive this refund plus interest in the last quarter of 2021. In the first quarter of 2020, we filed a foreign tax credit refund claim for taxable year 2009. In June 2021, the IRS completed its audit of taxable year 2009 in relation to our refund claim. In August 2021, we received the foreign tax credit refund of $24.5 million plus interest. No other taxable years are currently under audit in the US. We believe that we have accurately reported all amounts in our returns. Audit claims of approximately $632.9 million attributable to income and other business taxes were assessed against Noble entities in Mexico related to tax years 2007, 2009 and 2010, in Australia related to tax years 2013 to 2016, in Guyana related to tax years 2019 and 2020, in Saudi Arabia related to tax years 2015 to 2019 and against Pacific Drilling entities in Nigeria related to tax years 2010 to 2018. We intend to vigorously defend our reported positions and currently believe the ultimate resolution of the audit claims will not have a material adverse effect on our consolidated financial statements. We operate in a number of countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. We recognize uncertain tax positions that we believe have a greater than 50 percent likelihood of being sustained upon challenge by a tax authority. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments. Other contingencies Legacy Noble entered into agreements with certain of our executive officers. These agreements became effective upon a change of control of Noble (within the meaning set forth in the agreements) or a termination of employment in connection with or in anticipation of a change of control and were effective for three years thereafter. These agreements provided for compensation and certain other benefits under such circumstances. On the Effective Date of our emergence from the Chapter 11 Cases, the Legacy Noble agreements were superseded by new employment agreements with substantially similar terms except that the new agreements provide for certain severance benefits upon termination without cause or resignation for good reason. We are a defendant in certain claims and litigation arising out of operations in the ordinary course of business, including personal injury claims, the resolution of which, in the opinion of management, will not be material to our financial position, results of operations or cash flows. There is inherent risk in any litigation or dispute and no assurance can be given as to the outcome of these claims. |
Supplemental Financial Informat
Supplemental Financial Information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | Note 16— Supplemental Financial Information Condensed Consolidated Balance Sheets Information Our Noble restricted cash balance as of September 30, 2021, February 5, 2021 and December 31, 2020 consisted of $7.4 million, $2.0 million, and $21.7 million, respectively. Our Finco restricted cash balance as of September 30, 2021, February 5, 2021 and December 31, 2020 consisted of $7.4 million, $2.0 million and $1.7 million, respectively. All restricted cash is recorded in “Prepaid expenses and other current assets.” Condensed Consolidated Statements of Cash Flows Information Operating cash activities The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows: Noble Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Nine Months Ended September 30, 2021 February 5, 2021 September 30, 2020 Accounts receivable $ (20,980) $ (41,344) $ 31,230 Other current assets 671 17,884 (4,950) Other assets (11,891) 8,521 1,483 Accounts payable 3,570 (16,819) (1,485) Other current liabilities 12,888 11,428 9,033 Other liabilities 5,569 (5,846) (7,869) Total net change in assets and liabilities $ (10,173) $ (26,176) $ 27,442 Finco Successor Predecessor Period From February 6, 2021 through September 30, 2021 Period From January 1, 2021 through February 5, 2021 Nine Months Ended Accounts receivable $ (20,980) $ (41,344) $ 299 Other current assets 460 19,398 8,124 Other assets (11,874) 8,512 2,750 Accounts payable 6,584 (14,061) (14,564) Other current liabilities 12,751 11,623 9,002 Other liabilities 5,395 (5,936) (7,869) Total net change in assets and liabilities $ (7,664) $ (21,808) $ (2,258) Non-cash investing and financing activities Additions to property and equipment, at cost for which we had accrued a corresponding liability in accounts payable as of September 30, 2021, February 5, 2021 and December 31, 2020 were $30.4 million, $31.0 million and $35.3 million, respectively. Additions to property and equipment, at cost for which we had accrued a corresponding liability in accounts payable as of September 30, 2020 and December 31, 2019 were $26.4 million and $36.0 million, respectively. On the Effective Date, an aggregate principal amount of $216.0 million of Second Lien Notes was issued, which includes the aggregate subscription price of $200.0 million, plus a backstop fee of $16.0 million which was paid in kind. On April 15, 2021, Noble completed the Pacific Drilling Merger, issuing 16.6 million Ordinary Shares valued at $357.7 million, in exchange for $422.1 million net assets acquired. See “Note 4— Acquisitions” for additional information. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17— Subsequent Events The closing of the sale of the jackup rigs operated by the Company in Saudi Arabia, the Noble Roger Lewis , Noble Scott Marks , Noble Joe Knight , and Noble Johnny Whitstine , to ADES pursuant to the Purchase and Sale Agreement occurred in November 2021. For additional information, see “Note 7— Property and Equipment.” |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation | The accompanying unaudited condensed consolidated financial statements of Noble and Finco have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission (“SEC”) as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements are prepared on a going concern basis and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, 2020 Condensed Consolidated Balance Sheets presented herein are derived from the December 31, 2020 audited consolidated financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed by both Noble and Finco. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. |
Accounting Standards Adopted and Recently Issued Accounting Standards | Accounting Standards Adopted In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, which amends ASC Topic 740, Income Taxes. This update simplifies the accounting for income taxes by removing certain exceptions to general principles. The amendment is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, and is required to be adopted on a retrospective basis for all periods presented. We adopted ASU No. 2019-12, effective January 1, 2021. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Standards In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, in order to provide clarity on how to account for acquired revenue contracts with customers in a business combination. This guidance is effective for public business entities for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date. Early adoption is permitted. The Company is currently evaluating the impact the standard will have on our financial statements. |
Contract Balances | Contract BalancesAccounts receivable are recognized when the right to consideration becomes unconditional based upon contractual billing schedules. Payment terms on invoiced amounts typically range from 30 to 60 days. Current contract asset and liability balances are included in “Prepaid expenses and other current assets” and “Other current liabilities,” respectively, and noncurrent contract assets and liabilities are included in “Other assets” and “Other liabilities,” respectively, on our Condensed Consolidated Balance Sheets. |
Chapter 11 Emergence (Tables)
Chapter 11 Emergence (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Reorganizations [Abstract] | |
Schedule of Components of Reorganization Items, Net | The following table summarizes the components of reorganization items included in our Condensed Consolidated Statements of Operations for the period January 1, 2021 through February 5, 2021: Predecessor Noble Finco Period From Period From January 1, 2021 January 1, 2021 through through February 5, 2021 February 5, 2021 Professional fees (1) $ (28,739) $ (8,095) Adjustments for estimated allowed litigation claims 77,300 — Write-off of unrecognized share-based compensation (4,406) (4,406) Gain on settlement of liabilities subject to compromise 2,556,147 2,556,147 Loss on fresh start adjustments (2,348,251) (2,348,251) Total Reorganization items, net $ 252,051 $ 195,395 (1) Payments of $44.2 million and $7.2 million related to professional fees have been presented as cash outflows from operating activities in our Condensed Consolidated Statements of Cash Flows for the period January 1, 2021 through February 5, 2021 for Noble and Finco, respectively. |
Reorganization and Fresh Star_2
Reorganization and Fresh Start Accounting (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Reorganizations [Abstract] | |
Schedule of Reconciliation of Enterprise Value and Reorganization Value | The following table reconciles the enterprise value to the Successor equity as of the Effective Date: February 5, 2021 Enterprise Value $ 1,300,300 Plus: Cash and cash equivalents 111,968 Less: Fair value of debt (393,500) Fair Value of Successor Equity $ 1,018,768 The following table reconciles the enterprise value to the reorganization value as of the Effective Date: February 5, 2021 Enterprise Value $ 1,300,300 Plus: Cash and cash equivalents 111,968 Plus: Non-interest bearing current liabilities 185,410 Plus: Non-interest bearing non-current liabilities 108,268 Reorganization value of Successor assets $ 1,705,946 |
Schedule of Fresh Start Balance Sheet | The following table reflects the reorganization and application of ASC 852 on our condensed consolidated balance sheet as of February 5, 2021: Predecessor Reorganization Adjustments Fresh Start Adjustments Successor ASSETS Current assets Cash and cash equivalents $ 317,962 $ (205,994) (a) $ — $ 111,968 Accounts receivable, net 189,207 — — 189,207 Taxes receivable 32,556 — — 32,556 Prepaid expenses and other current assets 63,056 (20,302) (b) (10,073) (m) 32,681 Total current assets 602,781 (226,296) (10,073) 366,412 Intangible assets — — 113,389 (n) 113,389 Property and equipment, at cost 4,787,661 — (3,631,936) (o) 1,155,725 Accumulated depreciation (1,221,033) — 1,221,033 (o) — Property and equipment, net 3,566,628 — (2,410,903) 1,155,725 Other assets 69,940 10,983 (c) (10,503) (m) 70,420 Total assets $ 4,239,349 $ (215,313) $ (2,318,090) $ 1,705,946 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 89,215 $ (7,266) (d) $ — $ 81,949 Accrued payroll and related costs 35,615 — — 35,615 Taxes payable 34,211 — — 34,211 Other current liabilities 64,943 21,305 (e) (52,613) (m) 33,635 Total current liabilities 223,984 14,039 (52,613) 185,410 Long-term debt — 352,054 (f) 41,446 (p) 393,500 Deferred income taxes 9,303 (17,328) (g) 29,550 (q) 21,525 Other liabilities 108,489 4,659 (h) (26,405) (m) 86,743 Liabilities subject to compromise 4,143,812 (4,143,812) (i) — — Total liabilities 4,485,588 (3,790,388) (8,022) 687,178 Shareholders’ equity Common stock (Predecessor) 2,511 (2,511) (j) — — Common stock (Successor) — 1 (k) — 1 Additional paid-in capital (Predecessor) 815,505 (815,505) (j) — — Additional paid-in capital (Successor) — 1,018,767 (k) — 1,018,767 Accumulated deficit (1,006,351) 3,374,323 (l) (2,367,972) (r) — Accumulated other comprehensive loss (57,904) — 57,904 (s) — Total shareholders’ equity (246,239) 3,575,075 (2,310,068) 1,018,768 Total liabilities and equity $ 4,239,349 $ (215,313) $ (2,318,090) $ 1,705,946 Reorganization Adjustments (a) Represents the reorganization adjustment to cash and cash equivalents: Proceeds from Rights Offering $ 200,000 Proceeds from the Revolving Credit Facility, net of issuance costs 167,361 Transfer of cash from restricted cash 300 Payment of professional service fees (23,261) Payment of the pre-petition revolving credit facility principal and accrued interest (550,019) Deconsolidation of NHUK (300) Payment of recurring debt fees (75) Change in cash and cash equivalents $ (205,994) (b) Represents the reorganization adjustment for the following: Payment of professional service fees from escrow $ (12,380) Payment of Paragon litigation settlement form escrow (7,700) Transfer of restricted cash to cash (300) Adjustment to miscellaneous receivables related to the deconsolidation of NHUK upon emergence 78 Change in prepaid expenses and other current assets $ (20,302) (c) Adjustments to other assets relates to capitalization of long-term debt issuance costs related to the Revolving Credit Facility of $11.1 million and the impact of reorganization adjustments on deferred tax assets of $(0.1) million. (d) Adjustments to accounts payable related to the payment of professional fees $(15.2) million and the reinstatement of trade payables from liabilities subject to compromise of $8.0 million. (e) Adjustment of $21.3 million to other current liabilities related to the reinstatement of liabilities subject to compromise. (f) Represents $352.1 million of outstanding borrowings, net of financing costs, under the Second Lien Notes and Revolving Credit Facility. (g) Represents the write-off of $(17.3) million deferred income taxes as the result of the Company’s internal restructuring. (h) Represents cancellation o f $(0.1) million cash-based compensation plans and the reinstatement of $4.7 million right-of-use lease liabilities. (i) Liabilities subject to compromise settled or reinstated in accordance with the Plan and the resulting gain were determined as follows: 4.900% senior notes due Aug. 2020 $ 62,535 4.625% senior notes due Mar. 2021 79,937 3.950% senior notes due Mar. 2022 21,213 7.750% senior notes due Jan. 2024 397,025 7.950% senior notes due Apr. 2025 450,000 7.875% senior notes due Feb. 2026 750,000 6.200% senior notes due Aug. 2040 393,597 6.050% senior notes due Mar. 2041 395,000 5.250% senior notes due Mar. 2042 483,619 8.950% senior notes due Apr. 2045 400,000 5.958% revolving credit facility maturing Jan. 2023 545,000 Accrued and unpaid interest 110,300 Protection and indemnity insurance liabilities 25,669 Accounts payable and other payables 8,163 Estimated loss on litigation 15,700 Lease liabilities 6,054 Total consolidated liabilities subject to compromise 4,143,812 Issuance of Successor common stock (854,909) Issuance of Successor warrants to certain Predecessor creditors (141,029) Payment of the pre-petition revolving credit facility principal and accrued interest (550,020) Payment of Paragon litigation settlement from escrow (7,700) Reinstatement of Transocean litigation liability (8,000) Reinstatement of protection and indemnity insurance liabilities (11,791) Reinstatement of trade payables and right-of-use lease liabilities (14,216) Gain on settlement of liabilities subject to compromise $ 2,556,147 (j) Represents the cancellation of the Predecessor’s common stock of $(2.5) million and Additional paid-in capital of $(815.5) million. (k) Represents the reorganization adjustments to common stock and additional paid in capital: Par value of 50 million shares of new common stock issued $ 1 Capital in excess of par value of 50 million issued and authorized shares of new common stock issued 875,931 Fair value of new warrants issued 142,836 Total Successor equity issued on the Effective Date $ 1,018,768 (l) Represents the reorganization adjustments to accumulated deficit: Gain on settlement of liabilities subject to compromise $ 2,556,147 Professional fees and success fees (15,017) Write-off of unrecognized share-based compensation (4,406) Reorganization items, net 2,536,724 Cancellation of Predecessor common stock and additional paid-in capital 820,299 Cancellation of Predecessor cash and equity compensation plans 2,183 Issuance of Successor warrants to Predecessor equity holders (1,807) Deconsolidation of NHUK (222) Recognition of recurring debt fees (75) Tax impacts of reorganization 17,221 Net impact to Accumulated Deficit $ 3,374,323 Fresh Start Adjustments (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 $ (10,073) $ (2,616) $ (52,616) $ (20,320) Write-off of certain financing costs — (6,238) — — Pension assets and obligations — (1,010) 3 (6,085) Fair value adjustments to other assets — (639) — — $ (10,073) $ (10,503) $ (52,613) $ (26,405) (n) Reflects the fair value adjustment of $113.4 million to record an intangible asset for favorable contracts with customers. (o) Reflects the fair value adjustment of $2.4 billion to property and equipment of the Predecessor. The following table presents a comparison of the historical and new fair values upon emergence: Historical Value Fair Value Drilling equipment and facilities $ 4,355,384 $ 1,070,931 Construction in progress 231,626 75,159 Other 200,651 9,635 Less: accumulated depreciation (1,221,033) — Property and equipment, at cost $ 3,566,628 $ 1,155,725 (p) Reflects a fair value adjustment of $41.4 million to the carrying value of the Second Lien Notes due to application of fresh start accounting. (q) New deferred tax balances of $29.6 million were established for favorable contracts with customers due to application of fresh start accounting. (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 $ (10,073) Fair value adjustment to Intangible assets 113,389 Fair value adjustment to Property and equipment, net (2,410,903) Fair value adjustment to Other assets (10,503) Fair value adjustment to Other current liabilities 52,613 Fair value adjustment to Long-term debt (41,446) Fair value adjustment to Deferred income taxes (9,829) Fair value adjustment to Other liabilities 26,405 Derecognition of Predecessor Accumulated other comprehensive loss (57,904) Total fresh start adjustments included in Reorganization items, net (2,348,251) Tax impact of fresh start adjustments (19,721) Net change in accumulated deficit $ (2,367,972) (s) Reflects $57.9 million for the derecognition of Predecessor Accumulated other comprehensive loss through Reorganization items, net. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 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 Ordinary Shares issued 16,600 Fair value of Noble Ordinary 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 2,631 Total assets acquired 466,954 Liabilities assumed: Accounts payable 18,603 Other current liabilities 2,900 Accrued payroll and related costs 16,128 Taxes payable 1,951 Total current liabilities 39,582 Deferred income taxes 798 Other liabilities 4,433 Total liabilities assumed 44,813 Net assets acquired $ 422,141 Gain on bargain purchase 64,479 Purchase price consideration $ 357,662 |
Schedule of Revenue and Net Income of Acquiree subsequent to the Closing of Merger | The following table represents Pacific Drilling’s revenue and earnings included in Noble’s consolidated statement of operations subsequent to the closing of the Pacific Drilling Merger. Successor Period From Three Months February 6, 2021 Ended through September 30, 2021 September 30, 2021 Revenue $ 35,682 $ 65,629 Net loss $ (12,533) $ (28,865) |
Schedule of 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 Three Months February 6, 2021 Ended through September 30, 2021 September 30, 2021 Revenue $ 250,371 $ 584,821 Net loss $ (23,665) $ (53,470) Net loss per share Basic $ (0.36) $ (0.80) Diluted $ (0.36) $ (0.80) |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share for Noble-UK | The following table presents the computation of basic and diluted loss per share for Noble: Successor Predecessor Period From Period From Three Months February 6, 2021 January 1, 2021 Three Months Nine Months Ended through through Ended Ended September 30, 2021 September 30, 2021 February 5, 2021 September 30, 2020 September 30, 2020 Numerator: Basic Net income (loss) from continuing operations $ (23,665) $ (21,454) $ 250,228 $ (50,868) $ (1,155,739) Net loss from discontinued operations, net of tax — — — — — Net income (loss) $ (23,665) $ (21,454) $ 250,228 $ (50,868) $ (1,155,739) Diluted Net income (loss) $ (23,665) $ (21,454) $ 250,228 $ (50,868) $ (1,155,739) Denominator: Weighted average shares outstanding - basic 66,623 61,847 251,115 251,058 250,696 Dilutive effect of share-based awards — — 5,456 — — Weighted average shares outstanding - diluted 66,623 61,847 256,571 251,058 250,696 Per share data Basic: Net income (loss) $ (0.36) $ (0.35) $ 1.00 $ (0.20) $ (4.61) Diluted: Net income (loss) $ (0.36) $ (0.35) $ 0.98 $ (0.20) $ (4.61) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table displays the share-based instruments that have been excluded from diluted income or loss per share since the effect would have been anti-dilutive: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Three Months Ended through through Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 February 5, 2021 September 30, 2020 September 30, 2020 Share-based awards 3,124 3,124 556 6,431 6,431 Warrants (1) 19,412 19,412 — — — (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. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, at Cost | Property and equipment, at cost consisted of the following: Successor Predecessor September 30, 2021 December 31, 2020 Drilling equipment and facilities $ 1,396,570 $ 4,476,960 Construction in progress 110,972 99,812 Other 11,121 200,925 Property and equipment, at cost $ 1,518,663 $ 4,777,697 |
Disposal Groups, Including Discontinued Operations | The net income before income taxes for the four rigs classified as held for sale was: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Three Months Ended through through Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 February 5, 2021 September 30, 2020 September 30, 2020 Net income before income taxes (1) $ 9,768 $ 15,176 $ 3,128 $ 741 $ 20,061 (1) Excludes Reorganization items, net The Purchase and Sale Agreement also included certain covenants that the Company has agreed to not carry on or be engaged in the operation of jackup drilling rigs in the territorial waters of the Kingdom of Saudi Arabia in the Arabian Gulf for a term after the closing date of (i) one year for purposes of drilling gas wells and (ii) two years for the purposes of drilling oil wells. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Fair Value, by Balance Sheet Grouping | The following table presents the carrying value, net of unamortized debt issuance costs and discounts or premiums, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively: Successor Predecessor September 30, 2021 December 31, 2020 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Senior secured notes: 11.000% Second Lien Notes due February 2028 $ 216,000 $ 239,071 $ — $ — Senior unsecured notes: 4.900% Senior Notes due August 2020 — — 62,535 1,366 4.625% Senior Notes due March 2021 — — 79,936 1,596 3.950% Senior Notes due March 2022 — — 21,213 354 7.750% Senior Notes due January 2024 — — 397,025 7,925 7.950% Senior Notes due April 2025 — — 450,000 8,348 7.875% Senior Notes due February 2026 — — 750,000 301,935 6.200% Senior Notes due August 2040 — — 393,596 7,966 6.050% Senior Notes due March 2041 — — 395,002 7,327 5.250% Senior Notes due March 2042 — — 483,619 9,701 8.950% Senior Notes due April 2045 — — 400,000 7,420 Credit facility: Senior Secured Revolving Credit Facility matures July 2025 190,000 190,000 — — 2017 Credit Facility matures January 2023 — — 545,000 545,000 Total debt 406,000 429,071 3,977,926 898,938 Less: Current maturities of long-term debt — — — — Long-term debt $ 406,000 $ 429,071 $ — $ — |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in the accumulated balances for each component of “Accumulated other comprehensive income (loss)” (“AOCI”) for the period from February 6 through September 30, 2021 , the period from January 1 through February 5, 2021 and the three and nine months ended September 30, 2020 . All amounts within the table are shown net of tax. Defined Benefit Pension Items (1) Foreign Currency Items Total Balance at 12/31/2019 (Predecessor) $ (40,635) $ (17,754) $ (58,389) Activity during period: Other comprehensive loss before reclassifications — (2,136) (2,136) Amounts reclassified from AOCI 568 — 568 Net other comprehensive income (loss) 568 (2,136) (1,568) Balance at 3/31/2020 (Predecessor) $ (40,067) $ (19,890) $ (59,957) Activity during period: Other comprehensive loss before reclassifications — (539) (539) Amounts reclassified from AOCI 568 — 568 Net other comprehensive income (loss) 568 (539) 29 Balance at 6/30/2020 (Predecessor) $ (39,499) $ (20,429) $ (59,928) Activity during period: Other comprehensive income (loss) before reclassifications — 863 863 Amounts reclassified from AOCI 569 — 569 Net other comprehensive income 569 863 1,432 Balance at 9/30/20 (Predecessor) $ (38,930) $ (19,566) $ (58,496) Balance at 12/31/2020 (Predecessor) $ (39,737) $ (18,275) $ (58,012) Activity during period: Other comprehensive loss before reclassifications — (116) (116) Amounts reclassified from AOCI 224 — 224 Net other comprehensive income (loss) 224 (116) 108 Cancellation of Predecessor equity 39,513 18,391 57,904 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 168 — 168 Amounts reclassified from AOCI — — — Net other comprehensive income 168 — 168 Balance at 6/30/2021 (Successor) $ 168 $ — $ 168 Activity during period: Other comprehensive loss before reclassifications (435) — (435) Amounts reclassified from AOCI — — — Net other comprehensive loss (435) — (435) Balance at 9/30/2021 (Successor) $ (267) $ — $ (267) (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. |
Revenue and Customers (Tables)
Revenue and Customers (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Assets and Contract Liabilities | The following table provides information about contract assets and contract liabilities from contracts with customers: Successor Predecessor September 30, 2021 December 31, 2020 Current contract assets $ 4,143 $ 10,687 Noncurrent contract assets — 3,174 Total contract assets 4,143 13,861 Current contract liabilities (deferred revenue) (13,025) (34,990) Noncurrent contract liabilities (deferred revenue) (4,466) (24,896) Total contract liabilities $ (17,491) $ (59,886) Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the nine months ended September 30, 2021 and 2020 are as follows: Contract Assets Contract Liabilities Net balance at 12/31/2019 (Predecessor) $ 30,800 $ (65,055) Amortization of deferred costs (22,736) — Additions to deferred costs 7,365 — Amortization of deferred revenue — 46,523 Additions to deferred revenue — (41,515) Total (15,371) 5,008 Net balance at 9/30/2020 (Predecessor) $ 15,429 $ (60,047) Net balance at 12/31/2020 (Predecessor) $ 13,861 $ (59,886) Amortization of deferred costs (1,607) — Additions to deferred costs 432 — Amortization of deferred revenue — 4,142 Additions to deferred revenue — (25,479) Fresh start accounting revaluation (12,686) 72,936 Total $ (13,861) $ 51,599 Net balance at 2/5/21 (Predecessor) $ — $ (8,287) Net balance at 2/6/21 (Successor) $ — $ (8,287) Amortization of deferred costs (1,293) — Additions to deferred costs 5,436 — Amortization of deferred revenue — 5,962 Additions to deferred revenue — (15,166) Total 4,143 (9,204) Net balance at 9/30/2021 (Successor) $ 4,143 $ (17,491) |
Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table reflects revenue expected to be recognized in the future related to unsatisfied performance obligations, by rig type, as of September 30, 2021: For the Years Ended December 31, 2021 (1) 2022 2023 2024 2025 and beyond Total Floaters $ 2,371 $ 14,804 $ 316 $ — $ — $ 17,491 Jackups — — — — — — Total $ 2,371 $ 14,804 $ 316 $ — $ — $ 17,491 (1) Represents a three-month period beginning October 1, 2021. |
Schedule of Disaggregation of Revenue by Rig Types | The following table provides information about contract drilling revenue by rig types: Successor Predecessor Three Months Ended Three Months Ended September 30, 2021 September 30, 2020 Floaters $ 158,313 $ 127,286 Jackups 72,841 99,764 Total $ 231,154 $ 227,050 Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Nine Months Ended September 30, 2021 February 5, 2021 September 30, 2020 Floaters $ 349,634 $ 50,057 $ 367,304 Jackups 166,046 23,994 347,251 Total $ 515,680 $ 74,051 $ 714,555 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Pension Costs | Pension costs include the following components f or the period from February 6 through September 30, 2021, the period from January 1 through February 5, 2021, the three months ended September 30, 2021 and the three and nine months ended September 30, 2020: Successor Predecessor Three Months Ended Three Months Ended September 30, 2021 September 30, 2020 Non-US US Non-US US Interest cost $ 344 $ 1,634 $ 450 $ 1,892 Return on plan assets (229) (3,177) (517) (2,919) Recognized net actuarial loss — — 3 716 Net pension benefit cost (gain) $ 115 $ (1,543) $ (64) $ (311) Successor Predecessor Period From February 6, 2021 through September 30, 2021 Period From January 1, 2021 through February 5, 2021 Nine Months Ended Non-US US Non-US US Non-US US Interest cost $ 926 $ 4,358 $ 99 $ 621 $ 1,313 $ 5,676 Return on plan assets (616) (8,471) (69) (1,250) (1,510) (8,757) Recognized net actuarial loss — — 1 282 7 2,149 Net pension benefit cost (gain) $ 310 $ (4,113) $ 31 $ (347) $ (190) $ (932) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Amount and Estimated Fair Value of Financial Instruments | The following tables present the carrying amount and estimated fair value of our financial instruments recognized at fair value on a recurring basis: Successor: September 30, 2021 Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets - Marketable securities $ 7,205 $ 7,205 $ — $ — Predecessor: December 31, 2020 Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets - Marketable securities $ 12,326 $ 12,326 $ — $ — |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Financial Information [Abstract] | |
Schedule of Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities | The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows: Noble Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Nine Months Ended September 30, 2021 February 5, 2021 September 30, 2020 Accounts receivable $ (20,980) $ (41,344) $ 31,230 Other current assets 671 17,884 (4,950) Other assets (11,891) 8,521 1,483 Accounts payable 3,570 (16,819) (1,485) Other current liabilities 12,888 11,428 9,033 Other liabilities 5,569 (5,846) (7,869) Total net change in assets and liabilities $ (10,173) $ (26,176) $ 27,442 Finco Successor Predecessor Period From February 6, 2021 through September 30, 2021 Period From January 1, 2021 through February 5, 2021 Nine Months Ended Accounts receivable $ (20,980) $ (41,344) $ 299 Other current assets 460 19,398 8,124 Other assets (11,874) 8,512 2,750 Accounts payable 6,584 (14,061) (14,564) Other current liabilities 12,751 11,623 9,002 Other liabilities 5,395 (5,936) (7,869) Total net change in assets and liabilities $ (7,664) $ (21,808) $ (2,258) |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) | Sep. 24, 2020subsidiary | Sep. 30, 2021segmentjackupfloaterrig |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of drilling rigs (vessel) | rig | 24 | |
Number of floaters (vessel) | floater | 12 | |
Number of jackups (vessel) | jackup | 12 | |
Number of reportable segments | segment | 1 | |
Number of additional subsidiaries filed bankruptcy | subsidiary | 6 |
Chapter 11 Emergence - Narrativ
Chapter 11 Emergence - Narrative (Details) $ / shares in Units, shares in Millions, $ in Millions | Feb. 05, 2021USD ($)member$ / sharesshares | Sep. 30, 2021$ / shares | Feb. 18, 2021shares | Dec. 31, 2020$ / shares |
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of the Successor's board of directors members | member | 5 | |||
Common stock, par value (in usd per share) | $ / shares | $ 0.00001 | $ 0.01 | ||
Plan of reorganization, Management Incentive Plan, number of shares authorized and reserved | 7.7 | |||
Secured notes | 11.000% Second Lien Notes due February 2028 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ | $ 216 | |||
Line of Credit | Exit Credit Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debtor-in-possession financing, amount arranged | $ | 675 | |||
Line of Credit | Exit Credit Agreement | Letters of credit | ||||
Debt Instrument [Line Items] | ||||
Debtor-in-possession financing, amount arranged | $ | $ 67.5 | |||
Holders Of Guaranteed Notes | Ordinary Shares | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares transferred | 31.7 | |||
Common stock, par value (in usd per share) | $ / shares | $ 0.00001 | |||
Holders Of Legacy Notes | Tranche 1 Warrants | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares transferred | 8.3 | |||
Plan of reorganization, warrants term | 7 years | |||
Exercise price of warrants (in usd per share) | $ / shares | $ 19.27 | |||
Holders Of Legacy Notes | Tranche 2 Warrants | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares transferred | 8.3 | |||
Plan of reorganization, warrants term | 7 years | |||
Exercise price of warrants (in usd per share) | $ / shares | $ 23.13 | |||
Holders Of Legacy Notes | Ordinary Shares | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares transferred | 2.1 | |||
Participants In The Rights Offering | Ordinary Shares | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares issued | 7.7 | |||
Plan of reorganization, shares issued, subscription price | $ | $ 200 | |||
Backstop Parties As Holdback Securities | Ordinary Shares | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares issued | 5.6 | |||
Backstop Parties Unsubscribed Securities | Ordinary Shares | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares issued | 1.7 | |||
Backstop Parties Backstop Premiums Payment | Ordinary Shares | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares issued | 1.2 | |||
Holders Of Legacy Nobles Ordinary Shares | Tranche 3 Warrants | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, warrants term | 5 years | |||
Exercise price of warrants (in usd per share) | $ / shares | $ 124.40 | |||
Plan of reorganization, number of shares issued | 2.8 | |||
Backstop Parties | Penny Warrants | ||||
Debt Instrument [Line Items] | ||||
Exercise price of warrants (in usd per share) | $ / shares | $ 0.01 | |||
Number of securities called by warrants (in shares) | 6.5 | |||
Backstop Parties | Ordinary Shares | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares exchanged | 6.5 |
Chapter 11 Emergence - Schedule
Chapter 11 Emergence - Schedule of Components of Reorganization Items, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Feb. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | |||||
Professional fees | $ (28,739) | ||||
Adjustments for estimated allowed litigation claims | 77,300 | ||||
Write-off of unrecognized share-based compensation | (4,406) | ||||
Gain on settlement of liabilities subject to compromise | 2,556,147 | ||||
Loss on fresh start adjustments | (2,348,251) | ||||
Reorganization items, net | 252,051 | $ 0 | $ (9,014) | $ 0 | $ (9,014) |
Payments related to professional fees | 44,200 | ||||
Finco | |||||
Debt Instrument [Line Items] | |||||
Professional fees | (8,095) | ||||
Adjustments for estimated allowed litigation claims | 0 | ||||
Write-off of unrecognized share-based compensation | (4,406) | ||||
Gain on settlement of liabilities subject to compromise | 2,556,147 | ||||
Loss on fresh start adjustments | (2,348,251) | ||||
Reorganization items, net | 195,395 | $ 0 | $ (49,974) | $ 0 | $ (49,974) |
Payments related to professional fees | $ 7,200 |
Reorganization and Fresh Star_3
Reorganization and Fresh Start Accounting - Additional Information (Details) $ in Thousands | Feb. 05, 2021USD ($) |
Reorganization, Chapter 11 [Line Items] | |
Reorganization value | $ 1,705,946 |
Post-petition liabilities and allowed claims | 4,000,000 |
Finco | |
Reorganization, Chapter 11 [Line Items] | |
Reorganization value | 1,700,000 |
Post-petition liabilities and allowed claims | $ 4,000,000 |
Reorganization and Fresh Star_4
Reorganization and Fresh Start Accounting - Reorganization Value and Valuation of Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Feb. 05, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Reorganization, Chapter 11 [Line Items] | |||||||
Enterprise Value | $ 1,300,300 | ||||||
Plus: Cash and cash equivalents | $ 112,225 | 111,968 | $ 343,332 | ||||
Less: Fair value of debt | (406,000) | (393,500) | 0 | ||||
Fair Value of Successor Equity | 1,366,668 | $ 1,385,724 | 1,018,768 | (311,388) | $ 2,509,034 | $ 2,556,970 | $ 3,658,972 |
Enterprise value | 1,300,300 | ||||||
Plus: Cash and cash equivalents | $ 112,225 | 111,968 | $ 343,332 | ||||
Plus: Non-interest bearing current liabilities | 185,410 | ||||||
Plus: Non-interest bearing non-current liabilities | 108,268 | ||||||
Reorganization value of Successor assets | 1,705,946 | ||||||
Minimum | |||||||
Reorganization, Chapter 11 [Line Items] | |||||||
Enterprise Value | 1,100,000 | ||||||
Enterprise value | 1,100,000 | ||||||
Maximum | |||||||
Reorganization, Chapter 11 [Line Items] | |||||||
Enterprise Value | 1,600,000 | ||||||
Enterprise value | $ 1,600,000 |
Reorganization and Fresh Star_5
Reorganization and Fresh Start Accounting - Valuation Process (Details) - Long-term drilling services contracts $ in Millions | Feb. 05, 2021USD ($) |
Reorganization, Chapter 11 [Line Items] | |
Intangible Assets, Amount Above Fair Value | $ 113.4 |
Measurement Input, Discount Rate | |
Reorganization, Chapter 11 [Line Items] | |
Intangible Assets, Measurement Input | 0.17 |
Reorganization and Fresh Star_6
Reorganization and Fresh Start Accounting - Condensed Consolidated Balance Sheet at Emergence (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Feb. 05, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets | |||||||
Cash and cash equivalents | $ 112,225 | $ 111,968 | $ 343,332 | ||||
Accounts receivable, net | 227,644 | 189,207 | 147,863 | ||||
Taxes receivable | 29,565 | 32,556 | 30,767 | ||||
Prepaid expenses and other current assets | 51,476 | 32,681 | 80,322 | ||||
Total current assets | 420,910 | 366,412 | 602,284 | ||||
Intangible assets | 76,262 | 113,389 | 0 | ||||
Property and equipment, at cost | 1,518,663 | 1,155,725 | 4,777,697 | ||||
Accumulated depreciation | (56,588) | 0 | (1,200,628) | ||||
Property and equipment, net | 1,462,075 | 1,155,725 | 3,577,069 | ||||
Other assets | 46,882 | 70,420 | 84,584 | ||||
Total assets | 2,094,768 | 1,705,946 | 4,263,937 | ||||
Current liabilities | |||||||
Accounts payable | 106,429 | 81,949 | 95,159 | ||||
Accrued payroll and related costs | 56,442 | 35,615 | 36,553 | ||||
Taxes payable | 39,312 | 34,211 | 36,819 | ||||
Other current liabilities | 35,031 | 33,635 | 49,820 | ||||
Total current liabilities | 241,507 | 185,410 | 218,351 | ||||
Long-term debt | 406,000 | 393,500 | 0 | ||||
Deferred income taxes | 13,568 | 21,525 | 9,292 | ||||
Other liabilities | 67,025 | 86,743 | 108,039 | ||||
Liabilities subject to compromise | 0 | 0 | 4,239,643 | ||||
Total liabilities | 728,100 | 687,178 | 4,575,325 | ||||
Shareholders’ equity | |||||||
Common stock | 1 | 1 | 2,511 | ||||
Additional paid-in capital | 1,388,388 | 1,018,767 | 814,796 | ||||
Accumulated deficit | (21,454) | 0 | (1,070,683) | ||||
Accumulated other comprehensive income (loss) | (267) | 0 | (58,012) | ||||
Total shareholders’ equity | 1,366,668 | $ 1,385,724 | 1,018,768 | (311,388) | $ 2,509,034 | $ 2,556,970 | $ 3,658,972 |
Total liabilities and equity | $ 2,094,768 | 1,705,946 | $ 4,263,937 | ||||
Predecessor | |||||||
Current assets | |||||||
Cash and cash equivalents | 317,962 | ||||||
Accounts receivable, net | 189,207 | ||||||
Taxes receivable | 32,556 | ||||||
Prepaid expenses and other current assets | 63,056 | ||||||
Total current assets | 602,781 | ||||||
Intangible assets | 0 | ||||||
Property and equipment, at cost | 4,787,661 | ||||||
Accumulated depreciation | (1,221,033) | ||||||
Property and equipment, net | 3,566,628 | ||||||
Other assets | 69,940 | ||||||
Total assets | 4,239,349 | ||||||
Current liabilities | |||||||
Accounts payable | 89,215 | ||||||
Accrued payroll and related costs | 35,615 | ||||||
Taxes payable | 34,211 | ||||||
Other current liabilities | 64,943 | ||||||
Total current liabilities | 223,984 | ||||||
Long-term debt | 0 | ||||||
Deferred income taxes | 9,303 | ||||||
Other liabilities | 108,489 | ||||||
Liabilities subject to compromise | 4,143,812 | ||||||
Total liabilities | 4,485,588 | ||||||
Shareholders’ equity | |||||||
Common stock | 2,511 | ||||||
Additional paid-in capital | 815,505 | ||||||
Accumulated deficit | (1,006,351) | ||||||
Accumulated other comprehensive income (loss) | (57,904) | ||||||
Total shareholders’ equity | (246,239) | ||||||
Total liabilities and equity | 4,239,349 | ||||||
Reorganization Adjustments | |||||||
Current assets | |||||||
Cash and cash equivalents | (205,994) | ||||||
Accounts receivable, net | 0 | ||||||
Taxes receivable | 0 | ||||||
Prepaid expenses and other current assets | (20,302) | ||||||
Total current assets | (226,296) | ||||||
Intangible assets | 0 | ||||||
Property and equipment, at cost | 0 | ||||||
Accumulated depreciation | 0 | ||||||
Property and equipment, net | 0 | ||||||
Other assets | 10,983 | ||||||
Total assets | (215,313) | ||||||
Current liabilities | |||||||
Accounts payable | (7,266) | ||||||
Accrued payroll and related costs | 0 | ||||||
Taxes payable | 0 | ||||||
Other current liabilities | 21,305 | ||||||
Total current liabilities | 14,039 | ||||||
Long-term debt | 352,054 | ||||||
Deferred income taxes | (17,328) | ||||||
Other liabilities | 4,659 | ||||||
Liabilities subject to compromise | (4,143,812) | ||||||
Total liabilities | (3,790,388) | ||||||
Shareholders’ equity | |||||||
Common stock | (2,511) | ||||||
Additional paid-in capital | (815,505) | ||||||
Accumulated deficit | 3,374,323 | ||||||
Accumulated other comprehensive income (loss) | 0 | ||||||
Total shareholders’ equity | 3,575,075 | ||||||
Total liabilities and equity | (215,313) | ||||||
Fresh Start Adjustments | |||||||
Current assets | |||||||
Cash and cash equivalents | 0 | ||||||
Accounts receivable, net | 0 | ||||||
Taxes receivable | 0 | ||||||
Prepaid expenses and other current assets | (10,073) | ||||||
Total current assets | (10,073) | ||||||
Intangible assets | 113,389 | ||||||
Property and equipment, at cost | (3,631,936) | ||||||
Accumulated depreciation | 1,221,033 | ||||||
Property and equipment, net | (2,410,903) | ||||||
Other assets | (10,503) | ||||||
Total assets | (2,318,090) | ||||||
Current liabilities | |||||||
Accounts payable | 0 | ||||||
Accrued payroll and related costs | 0 | ||||||
Taxes payable | 0 | ||||||
Other current liabilities | (52,613) | ||||||
Total current liabilities | (52,613) | ||||||
Long-term debt | 41,446 | ||||||
Deferred income taxes | 29,550 | ||||||
Other liabilities | (26,405) | ||||||
Liabilities subject to compromise | 0 | ||||||
Total liabilities | (8,022) | ||||||
Shareholders’ equity | |||||||
Accumulated deficit | (2,367,972) | ||||||
Accumulated other comprehensive income (loss) | 57,904 | ||||||
Total shareholders’ equity | (2,310,068) | ||||||
Total liabilities and equity | $ (2,318,090) |
Reorganization and Fresh Star_7
Reorganization and Fresh Start Accounting - Reorganization Adjustment to Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | $ 112,225 | $ 111,968 | $ 343,332 |
Reorganization Adjustments | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | (205,994) | ||
Proceeds from Rights Offering | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | 200,000 | ||
Proceeds from the Revolving Credit Facility, net of issuance costs | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | 167,361 | ||
Transfer of cash from restricted cash | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | 300 | ||
Payment of professional service fees | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | (23,261) | ||
Payment of the pre-petition revolving credit facility principal and accrued interest | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | (550,019) | ||
Deconsolidation of NHUK | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | (300) | ||
Payment of recurring debt fees | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | $ (75) |
Reorganization and Fresh Star_8
Reorganization and Fresh Start Accounting - Reorganization Adjustment to Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | $ 51,476 | $ 32,681 | $ 80,322 |
Payment of professional service fees | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | (12,380) | ||
Payment of Paragon litigation settlement form escrow | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | (7,700) | ||
Transfer of restricted cash to cash | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | (300) | ||
Adjustment to miscellaneous receivables related to the deconsolidation of NHUK upon emergence | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | 78 | ||
Reorganization Adjustments | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | $ (20,302) |
Reorganization and Fresh Star_9
Reorganization and Fresh Start Accounting - Reorganization Adjustments, Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | |||
Other assets | $ 46,882 | $ 70,420 | $ 84,584 |
Accounts payable | 106,429 | 81,949 | 95,159 |
Other current liabilities | 35,031 | 33,635 | 49,820 |
Long-term debt | 406,000 | 393,500 | 0 |
Deferred income taxes | 13,568 | 21,525 | 9,292 |
Other liabilities | $ 67,025 | 86,743 | $ 108,039 |
Capitalization of long-term debt issuance costs | |||
Reorganization, Chapter 11 [Line Items] | |||
Other assets | 11,100 | ||
Adjustments on deferred tax assets | |||
Reorganization, Chapter 11 [Line Items] | |||
Other assets | (100) | ||
Payment of professional service fees | |||
Reorganization, Chapter 11 [Line Items] | |||
Accounts payable | (15,200) | ||
Reinstatement of trade payables from liabilities subject to compromise | |||
Reorganization, Chapter 11 [Line Items] | |||
Accounts payable | 8,000 | ||
Reorganization Adjustments | |||
Reorganization, Chapter 11 [Line Items] | |||
Other assets | 10,983 | ||
Accounts payable | (7,266) | ||
Other current liabilities | 21,305 | ||
Long-term debt | 352,054 | ||
Deferred income taxes | (17,328) | ||
Other liabilities | 4,659 | ||
Cancellation of cash-based compensation plans | |||
Reorganization, Chapter 11 [Line Items] | |||
Other liabilities | (100) | ||
Reinstatement of right-of-use lease liabilities | |||
Reorganization, Chapter 11 [Line Items] | |||
Other liabilities | $ 4,700 |
Reorganization and Fresh Sta_10
Reorganization and Fresh Start Accounting - Reorganization Adjustments, Liabilities subject to Compromise Settled or Reinstated (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Feb. 05, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Reorganization, Chapter 11 [Line Items] | |||
Total consolidated liabilities subject to compromise | $ 0 | $ 0 | $ 4,239,643 |
Issuance of Successor common stock | (854,909) | ||
Issuance of Successor warrants to certain Predecessor creditors | (141,029) | ||
Payment of the pre-petition revolving credit facility principal and accrued interest | (550,020) | ||
Payment of Paragon litigation settlement from escrow | (7,700) | ||
Reinstatement of Transocean litigation liability | (8,000) | ||
Reinstatement of protection and indemnity insurance liabilities | (11,791) | ||
Reinstatement of trade payables and right-of-use lease liabilities | (14,216) | ||
Gain on settlement of liabilities subject to compromise | 2,556,147 | ||
Predecessor | |||
Reorganization, Chapter 11 [Line Items] | |||
Accrued and unpaid interest | 110,300 | ||
Protection and indemnity insurance liabilities | 25,669 | ||
Accounts payable and other payables | 8,163 | ||
Estimated loss on litigation | 15,700 | ||
Lease liabilities | 6,054 | ||
Total consolidated liabilities subject to compromise | $ 4,143,812 | ||
4.900% Senior Notes due August 2020 | Senior Unsecured Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Interest rate, stated percentage | 4.90% | 4.90% | |
4.900% Senior Notes due August 2020 | Senior Unsecured Notes | Predecessor | |||
Reorganization, Chapter 11 [Line Items] | |||
Debt subject to compromise | $ 62,535 | ||
4.625% Senior Notes due March 2021 | Senior Unsecured Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Interest rate, stated percentage | 4.625% | 4.625% | |
4.625% Senior Notes due March 2021 | Senior Unsecured Notes | Predecessor | |||
Reorganization, Chapter 11 [Line Items] | |||
Debt subject to compromise | $ 79,937 | ||
3.950% Senior Notes due March 2022 | Senior Unsecured Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Interest rate, stated percentage | 3.95% | 3.95% | |
3.950% Senior Notes due March 2022 | Senior Unsecured Notes | Predecessor | |||
Reorganization, Chapter 11 [Line Items] | |||
Debt subject to compromise | $ 21,213 | ||
7.750% Senior Notes due January 2024 | Senior Unsecured Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Interest rate, stated percentage | 7.75% | 7.75% | |
7.750% Senior Notes due January 2024 | Senior Unsecured Notes | Predecessor | |||
Reorganization, Chapter 11 [Line Items] | |||
Debt subject to compromise | $ 397,025 | ||
7.950% Senior Notes due April 2025 | Senior Unsecured Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Interest rate, stated percentage | 7.95% | 7.95% | |
7.950% Senior Notes due April 2025 | Senior Unsecured Notes | Predecessor | |||
Reorganization, Chapter 11 [Line Items] | |||
Debt subject to compromise | $ 450,000 | ||
7.875% Senior Notes due February 2026 | Senior Unsecured Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Interest rate, stated percentage | 7.875% | 7.875% | |
7.875% Senior Notes due February 2026 | Senior Unsecured Notes | Predecessor | |||
Reorganization, Chapter 11 [Line Items] | |||
Debt subject to compromise | $ 750,000 | ||
6.200% Senior Notes due August 2040 | Senior Unsecured Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Interest rate, stated percentage | 6.20% | 6.20% | |
6.200% Senior Notes due August 2040 | Senior Unsecured Notes | Predecessor | |||
Reorganization, Chapter 11 [Line Items] | |||
Debt subject to compromise | $ 393,597 | ||
6.050% Senior Notes due March 2041 | Senior Unsecured Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Interest rate, stated percentage | 6.05% | 6.05% | |
6.050% Senior Notes due March 2041 | Senior Unsecured Notes | Predecessor | |||
Reorganization, Chapter 11 [Line Items] | |||
Debt subject to compromise | $ 395,000 | ||
5.250% Senior Notes due March 2042 | Senior Unsecured Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Interest rate, stated percentage | 5.25% | 5.25% | |
5.250% Senior Notes due March 2042 | Senior Unsecured Notes | Predecessor | |||
Reorganization, Chapter 11 [Line Items] | |||
Debt subject to compromise | $ 483,619 | ||
8.950% Senior Notes due April 2045 | Senior Unsecured Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Interest rate, stated percentage | 8.95% | 8.95% | |
8.950% Senior Notes due April 2045 | Senior Unsecured Notes | Predecessor | |||
Reorganization, Chapter 11 [Line Items] | |||
Debt subject to compromise | $ 400,000 | ||
5.958% Revolving Credit Facility Due January 2023 | Line of Credit | Revolving Credit Facility | |||
Reorganization, Chapter 11 [Line Items] | |||
Interest rate, stated percentage | 5.958% | ||
5.958% Revolving Credit Facility Due January 2023 | Line of Credit | Revolving Credit Facility | Predecessor | |||
Reorganization, Chapter 11 [Line Items] | |||
Debt subject to compromise | $ 545,000 |
Reorganization and Fresh Sta_11
Reorganization and Fresh Start Accounting - Reorganization Adjustments to Common Stock and Additional Paid in Capital (Details) - USD ($) shares in Thousands, $ in Thousands | Feb. 05, 2021 | Feb. 05, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Reorganization, Chapter 11 [Line Items] | ||||||||
Par value of 50 million shares of new common stock issued | $ 1 | $ 1 | $ 1 | $ 2,511 | ||||
Additional paid-in capital | 1,018,767 | 1,018,767 | 1,388,388 | 814,796 | ||||
Total shareholders’ equity | $ 1,018,768 | $ 1,018,768 | 1,366,668 | $ 1,385,724 | (311,388) | $ 2,509,034 | $ 2,556,970 | $ 3,658,972 |
Shares | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Issuance of common stock (in shares) | 50,000 | 50,000 | ||||||
Total shareholders’ equity | $ 1 | $ 1 | $ 1 | $ 1 | $ 2,511 | $ 2,510 | $ 2,510 | $ 2,492 |
Ordinary Shares | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Additional paid-in capital | 875,931 | 875,931 | ||||||
Warrant | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Additional paid-in capital | $ 142,836 | $ 142,836 |
Reorganization and Fresh Sta_12
Reorganization and Fresh Start Accounting - Reorganization Adjustments to Accumulated Deficit (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Feb. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Reorganization, Chapter 11 [Line Items] | ||||||
Gain on settlement of liabilities subject to compromise | $ 2,556,147 | |||||
Professional fees and success fees | (15,017) | |||||
Write-off of unrecognized share-based compensation | (4,406) | |||||
Reorganization items, net | 252,051 | $ 0 | $ (9,014) | $ 0 | $ (9,014) | |
Accumulated deficit | 0 | $ (21,454) | $ (21,454) | $ (1,070,683) | ||
Reorganization Adjustments | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Reorganization items, net | 2,536,724 | |||||
Accumulated deficit | 3,374,323 | |||||
Cancellation of Predecessor common stock and additional paid-in capital | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Accumulated deficit | 820,299 | |||||
Cancellation of Predecessor cash and equity compensation plans | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Accumulated deficit | 2,183 | |||||
Issuance of Successor warrants to Predecessor equity holders | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Accumulated deficit | (1,807) | |||||
Deconsolidation of NHUK | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Accumulated deficit | (222) | |||||
Recognition of recurring debt fees | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Accumulated deficit | (75) | |||||
Tax impacts of reorganization | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Accumulated deficit | $ 17,221 |
Reorganization and Fresh Sta_13
Reorganization and Fresh Start Accounting - Fresh Start Adjustment, Capitalized Deferred Costs, Deferred Revenue and Pension Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | $ 51,476 | $ 32,681 | $ 80,322 |
Other assets | 46,882 | 70,420 | 84,584 |
Other current liabilities | 35,031 | 33,635 | 49,820 |
Other liabilities | $ 67,025 | 86,743 | $ 108,039 |
Deferred contract assets and revenues | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | (10,073) | ||
Other assets | (2,616) | ||
Other current liabilities | (52,616) | ||
Other liabilities | (20,320) | ||
Write-off of certain financing costs | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | 0 | ||
Other assets | (6,238) | ||
Other current liabilities | 0 | ||
Other liabilities | 0 | ||
Pension assets and obligations | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | 0 | ||
Other assets | (1,010) | ||
Other current liabilities | 3 | ||
Other liabilities | (6,085) | ||
Fair value adjustments to other assets | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | 0 | ||
Other assets | (639) | ||
Other current liabilities | 0 | ||
Other liabilities | 0 | ||
Fresh Start Adjustments | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | (10,073) | ||
Other assets | (10,503) | ||
Other current liabilities | (52,613) | ||
Other liabilities | $ (26,405) |
Reorganization and Fresh Sta_14
Reorganization and Fresh Start Accounting - Fresh Start Adjustment, Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | |||
Common stock | $ 1 | $ 1 | $ 2,511 |
Additional paid-in capital | 1,388,388 | 1,018,767 | 814,796 |
Intangible assets | 76,262 | 113,389 | 0 |
Property and equipment, net | 1,462,075 | 1,155,725 | 3,577,069 |
Long-term debt | 406,000 | 393,500 | 0 |
Deferred income taxes | 13,568 | 21,525 | 9,292 |
Accumulated other comprehensive income (loss) | $ (267) | 0 | $ (58,012) |
Fresh Start Adjustments | |||
Reorganization, Chapter 11 [Line Items] | |||
Intangible assets | 113,389 | ||
Property and equipment, net | (2,410,903) | ||
Long-term debt | 41,446 | ||
Deferred income taxes | 29,550 | ||
Accumulated other comprehensive income (loss) | $ 57,904 |
Reorganization and Fresh Sta_15
Reorganization and Fresh Start Accounting - Fresh Start Adjustments, Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | $ 1,518,663 | $ 1,155,725 | $ 4,777,697 |
Accumulated depreciation | (56,588) | 0 | (1,200,628) |
Property and equipment, net | 1,462,075 | 1,155,725 | 3,577,069 |
Drilling equipment and facilities | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | 1,070,931 | ||
Construction in progress | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | $ 110,972 | 75,159 | $ 99,812 |
Other | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | 9,635 | ||
Predecessor | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | 4,787,661 | ||
Accumulated depreciation | (1,221,033) | ||
Property and equipment, net | 3,566,628 | ||
Predecessor | Drilling equipment and facilities | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | 4,355,384 | ||
Predecessor | Construction in progress | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | 231,626 | ||
Predecessor | Other | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | 200,651 | ||
Fresh Start Adjustments | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | (3,631,936) | ||
Accumulated depreciation | 1,221,033 | ||
Property and equipment, net | $ (2,410,903) |
Reorganization and Fresh Sta_16
Reorganization and Fresh Start Accounting - Fresh Start Adjustments, Net Change in Accumulated Deficit (Details) - USD ($) $ in Thousands | Feb. 05, 2021 | Feb. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | |||||||
Prepaid expenses and other current assets | $ 32,681 | $ 32,681 | $ 51,476 | $ 51,476 | $ 80,322 | ||
Intangible assets | 113,389 | 113,389 | 76,262 | 76,262 | 0 | ||
Property and equipment, net | 1,155,725 | 1,155,725 | 1,462,075 | 1,462,075 | 3,577,069 | ||
Other assets | 70,420 | 70,420 | 46,882 | 46,882 | 84,584 | ||
Other current liabilities | (33,635) | (33,635) | (35,031) | (35,031) | (49,820) | ||
Less: Fair value of debt | (393,500) | (393,500) | (406,000) | (406,000) | 0 | ||
Other liabilities | (86,743) | (86,743) | (67,025) | (67,025) | (108,039) | ||
Accumulated other comprehensive income (loss) | 0 | 0 | 267 | 267 | 58,012 | ||
Reorganization items, net | (252,051) | 0 | $ 9,014 | 0 | $ 9,014 | ||
Accumulated deficit | 0 | 0 | $ (21,454) | $ (21,454) | $ (1,070,683) | ||
Fresh Start Adjustments | |||||||
Reorganization, Chapter 11 [Line Items] | |||||||
Prepaid expenses and other current assets | (10,073) | (10,073) | |||||
Intangible assets | 113,389 | 113,389 | |||||
Property and equipment, net | (2,410,903) | (2,410,903) | |||||
Other assets | (10,503) | (10,503) | |||||
Other current liabilities | 52,613 | 52,613 | |||||
Less: Fair value of debt | (41,446) | (41,446) | |||||
Deferred income taxes | (9,829) | (9,829) | |||||
Other liabilities | 26,405 | 26,405 | |||||
Accumulated other comprehensive income (loss) | (57,904) | (57,904) | |||||
Reorganization items, net | (2,348,251) | ||||||
Tax impact of fresh start adjustments | (19,721) | ||||||
Accumulated deficit | $ (2,367,972) | $ (2,367,972) |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) shares in Thousands, $ in Thousands | Apr. 15, 2021USD ($)shares | Jun. 30, 2021USD ($) | Feb. 05, 2021USD ($) | Sep. 30, 2021USD ($)floater | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)floater | Sep. 30, 2020USD ($) |
Business Acquisition [Line Items] | |||||||
Number of floaters acquired | floater | 7 | 7 | |||||
Number of floaters sold | floater | 2 | 2 | |||||
Merger and integration costs | $ 0 | $ 5,033 | $ 0 | $ 13,786 | $ 0 | ||
Gain on bargain purchase | $ 0 | 64,479 | $ 0 | ||||
Pacific Drilling | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, membership interest conversion ratio | 6.366 | ||||||
Business acquisition, warrants conversion ratio | 1.553 | ||||||
Number of shares received by acquiree (in shares) | shares | 16,600 | ||||||
Proceeds from sale of floaters | $ 29,700 | ||||||
Merger and integration costs | $ 5,000 | $ 13,800 | |||||
Gain on bargain purchase | $ 64,479 | ||||||
Pacific Drilling | Pacific Drilling | Noble Corp | |||||||
Business Acquisition [Line Items] | |||||||
Ownership percentage at closing of Merger | 24.90% |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Price (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Apr. 15, 2021USD ($)$ / sharesshares | Feb. 05, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Liabilities assumed: | ||||
Gain on bargain purchase | $ 0 | $ 64,479 | $ 0 | |
Pacific Drilling | ||||
Business Acquisition [Line Items] | ||||
Pacific Drilling membership interests outstanding (in shares) | shares | 2,500 | |||
Business acquisition, membership interest conversion ratio | 6.366 | |||
Preliminary purchase price allocation, membership interests (in shares) | shares | 15,915 | |||
Pacific Drilling warrants outstanding (in shares) | shares | 441 | |||
Business acquisition, warrants conversion ratio | 1.553 | |||
Preliminary purchase price allocation, warrants (in shares) | shares | 685 | |||
Number of shares received by acquiree (in shares) | shares | 16,600 | |||
Noble common stock price on April 15, 2021 (in USD per share) | $ / shares | $ 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 | 2,631 | |||
Total assets acquired | 466,954 | |||
Liabilities assumed: | ||||
Accounts payable | 18,603 | |||
Other current liabilities | 2,900 | |||
Accrued payroll and related costs | 16,128 | |||
Taxes payable | 1,951 | |||
Total current liabilities | 39,582 | |||
Deferred income taxes | 798 | |||
Other liabilities | 4,433 | |||
Total liabilities assumed | 44,813 | |||
Net assets acquired | 422,141 | |||
Gain on bargain purchase | 64,479 | |||
Purchase price consideration | $ 357,662 |
Acquisitions - Revenue and Net
Acquisitions - Revenue and Net Income of Acquiree subsequent to the Closing of Merger (Details) - Pacific Drilling - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||
Revenue | $ 35,682 | $ 65,629 |
Net loss | $ (12,533) | $ (28,865) |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Details) - Pacific Drilling - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 8 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||
Revenue | $ 250,371 | $ 584,821 |
Net loss | $ (23,665) | $ (53,470) |
Net loss per share. Basic (in USD per share) | $ (0.36) | $ (0.80) |
Net loss per share, Diluted (in USD per share) | $ (0.36) | $ (0.80) |
Income (Loss) Per Share - Compu
Income (Loss) Per Share - Computation of Basic and Diluted Earnings Per Share for Noble-UK (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Feb. 05, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Basic | ||||||
Net loss from continuing operations | $ 250,228 | $ (21,454) | $ (23,665) | $ (50,868) | $ (1,155,739) | |
Net loss from discontinued operations, net of tax | 0 | $ 0 | 0 | 0 | 0 | |
Net income (loss) | 250,228 | (23,665) | (50,868) | $ (21,454) | (1,155,739) | |
Diluted | ||||||
Net income (loss) | $ 250,228 | $ (23,665) | $ (50,868) | $ (21,454) | $ (1,155,739) | |
Denominator: | ||||||
Weighted average shares outstanding - basic (in shares) | 251,115 | 66,623 | 251,058 | 61,847 | 250,696 | |
Dilutive effect of share-based awards (in shares) | 5,456 | 0 | 0 | 0 | 0 | |
Weighted average shares outstanding - diluted (in shares) | 256,571 | 66,623 | 251,058 | 61,847 | 250,696 | |
Basic: | ||||||
Net income (loss) (in usd per share) | $ 1 | $ (0.36) | $ (0.20) | $ (0.35) | $ (4.61) | |
Diluted: | ||||||
Net income (loss) (in usd per share) | $ 0.98 | $ (0.36) | $ (0.20) | $ (0.35) | $ (4.61) |
Income (Loss) Per Share - Antid
Income (Loss) Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Feb. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based awards | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 556 | 3,124 | 6,431 | 3,124 | 6,431 |
Warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 19,412 | 0 | 19,412 | 0 |
Income (Loss) Per Share - Addit
Income (Loss) Per Share - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 05, 2021 | Feb. 05, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Shares outstanding and trading (in shares) | 60,168,000 | 251,084,000 | ||||||
Share capital | $ 6,000 | $ 6,000 | ||||||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.01 | ||||||
Backstop Parties | Penny Warrants | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Number of securities called by warrants (in shares) | 6,500,000 | 6,500,000 | ||||||
Exercise price of warrants (in usd per share) | $ 0.01 | $ 0.01 | ||||||
Ordinary Shares | Backstop Parties | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Plan of reorganization, number of shares exchanged | 6,500,000 | 6,500,000 | ||||||
Class of Stock, To Be Determined One | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Shares outstanding and trading (in shares) | 500,000,000 | 500,000,000 | ||||||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 | ||||||
Class of Stock, To Be Determined Two | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Shares outstanding and trading (in shares) | 100,000,000 | 100,000,000 | ||||||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 | ||||||
Shares | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Issuance of Successor common stock and warrants (in shares) | 50,000,000 | 50,000,000 | ||||||
Shares outstanding and trading (in shares) | 50,000,000 | 50,000,000 | 60,168,000 | 60,150,000 | 251,084,000 | 251,062,000 | 251,041,000 | 249,200,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, at Cost (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | $ 1,518,663 | $ 1,155,725 | $ 4,777,697 |
Drilling equipment and facilities | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | 1,396,570 | 4,476,960 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | 110,972 | $ 75,159 | 99,812 |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | $ 11,121 | $ 200,925 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||
Feb. 05, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021rig | Sep. 30, 2020USD ($) | Aug. 25, 2021USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||||
Loss on impairment | $ 0 | $ 0 | $ 1,119,517,000 | |||||
Property damage insurance coverage, deductible amount | 10,000,000 | |||||||
Property damage insurance coverage limit amount per claim | 50,000,000 | |||||||
Hurricane losses | $ 0 | $ 10,441,000 | $ 0 | 10,441,000 | 0 | |||
Held for sale, not discontinued operations | Jackup Rigs in Saudi Arabia | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Purchase and Sale Agreement, consideration | $ 292,400,000 | |||||||
Number of rigs classified as held for sale | rig | 4 | |||||||
Purchase and Sale Agreement covenant, period for purposes of drilling gas wells | 1 year | |||||||
Purchase and Sale Agreement covenant, period for purposes of drilling oil wells | 2 years | |||||||
Drillships | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Loss on impairment | $ 1,100,000,000 | $ 1,100,000,000 | ||||||
Rig Noble Globetrotter II | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Hurricane losses | $ 5,400,000 | $ 5,400,000 |
Property and Equipment- Net Inc
Property and Equipment- Net Income before Income Taxes for Assets classified as Held for Sale (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Feb. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Held for sale, not discontinued operations | Jackup Rigs in Saudi Arabia | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net income before income taxes | $ 3,128 | $ 9,768 | $ 741 | $ 15,176 | $ 20,061 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Feb. 05, 2021 | Jul. 20, 2020 | Apr. 20, 2020 | Feb. 05, 2021 | Feb. 28, 2019 | Sep. 30, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Feb. 04, 2021 | Apr. 30, 2020 | Jul. 31, 2019 | Dec. 21, 2017 |
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | $ 0 | $ 0 | $ 101,132,000 | |||||||||
Rig, Noble Joe Knight | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Purchase price of asset acquired | $ 83,800,000 | |||||||||||
Rig, Noble Johnny Whitstine | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Purchase price of asset acquired | $ 93,800,000 | |||||||||||
Interest Payable In Cash | Second Lien Notes Indenture | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debtor-in-possession financing, Interest rate on borrowings | 11.00% | 11.00% | ||||||||||
Interest Payable Half In Cash And Half By Issuing P I K Notes | Second Lien Notes Indenture | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debtor-in-possession financing, Interest rate on borrowings | 13.00% | 13.00% | ||||||||||
Interest Payable By Issuing P I K Notes | Second Lien Notes Indenture | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debtor-in-possession financing, Interest rate on borrowings | 15.00% | 15.00% | ||||||||||
Participants In The Rights Offering | Ordinary Shares | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Plan of reorganization, shares issued, subscription price | $ 200,000,000 | $ 200,000,000 | ||||||||||
Participants In The Rights Offering | Ordinary Shares | Second Lien Notes Indenture | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Plan of reorganization, shares issued, subscription price | 200,000,000 | 200,000,000 | ||||||||||
Line of Credit | The 2017 Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity under credit facilities | $ 1,300,000,000 | $ 1,500,000,000 | ||||||||||
Borrowings outstanding or letters of credit issued | $ 545,000,000 | |||||||||||
Secured notes | Second Lien Notes Indenture | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debtor-in-possession financing, amount arranged | 216,000,000 | 216,000,000 | ||||||||||
Debtor-in-possession financing, backstop fee | $ 16,000,000 | |||||||||||
Debt redemption rice, percentage of principal amount redeemed | 106.00% | |||||||||||
Debt redemption, change of control period | 120 days | |||||||||||
Secured notes | 2019 Seller Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Financed value | $ 53,600,000 | |||||||||||
Repayments of debt | $ 48,100,000 | |||||||||||
Secured notes | 2018 Seller Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Financed value | $ 60,000,000 | |||||||||||
Repayments of debt | $ 53,600,000 | |||||||||||
Period following payment date for debt termination | 90 days | |||||||||||
Long-term debt | $ 0 | |||||||||||
Secured notes | Seller loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal payment due at the end of the term, percentage | 85.00% | |||||||||||
Credit facility | Line of Credit | Exit Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debtor-in-possession financing, amount arranged | $ 675,000,000 | 675,000,000 | ||||||||||
Debtor-in-possession financing, borrowings outstanding | $ 177,500,000 | $ 177,500,000 | 190,000,000 | |||||||||
Debtor-in-possession financing, increase of basis spread on variable rate | 5000.00% | 5000.00% | ||||||||||
Debtor-in-possession financing, basis spread on variable rate, additional increase under conditions | 5000.00% | 5000.00% | ||||||||||
Debt restrictive covenants, maximum available cash after borrowings | $ 100,000,000 | $ 100,000,000 | ||||||||||
Debt covenant, consolidated leverage ratio (maximum) | 5.50 | 5.50 | ||||||||||
Debt restrictive covenants, outstanding borrowing | $ 610,000,000 | $ 610,000,000 | ||||||||||
Debt restrictive covenants, asset coverage ratio | 2 | 2 | ||||||||||
Debt mandatory prepayments term, available cash benchmark | $ 150,000,000 | $ 150,000,000 | ||||||||||
Minimum liquidity | $ 25,000,000 | $ 25,000,000 | ||||||||||
Debt financial maintenance covenant, ratio of asset coverage aggregate rig value to aggregate principal amount of loans and letters of credit outstanding | 2 | 2 | ||||||||||
Credit facility | Line of Credit | Debt Covenant Period One | Exit Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt financial maintenance covenant, ratio of adjusted EBITDA to cash interest expense | 2 | 2 | ||||||||||
Credit facility | Line of Credit | Debt Covenant Period Two | Exit Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt financial maintenance covenant, ratio of adjusted EBITDA to cash interest expense | 2.25 | 2.25 | ||||||||||
Credit facility | Line of Credit | LIBOR | Exit Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debtor-in-possession financing, increase of basis spread on variable rate | 4.75% | 4.75% | ||||||||||
Credit facility | Line of Credit | Base Rate | Exit Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debtor-in-possession financing, basis spread on variable rate | 3.75% | 3.75% | ||||||||||
Credit facility | Line of Credit | Base Rate | Exit Credit Agreement | Reserve-Adjusted One-Month LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debtor-in-possession financing, increase of basis spread on variable rate | 1.00% | 1.00% | ||||||||||
Credit facility | Line of Credit | Fed Funds Effective Rate | Exit Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debtor-in-possession financing, increase of basis spread on variable rate | 0.50% | 0.50% | ||||||||||
Credit facility | Letters of credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debtor-in-possession financing, letters of credit outstanding | 8,700,000 | |||||||||||
Credit facility | Letters of credit | Exit Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debtor-in-possession financing, letters of credit outstanding | $ 8,800,000 | $ 8,800,000 | ||||||||||
Credit facility | Unsecured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debtor-in-possession financing, letters of credit outstanding | $ 11,700,000 | |||||||||||
Letters of credit | Line of Credit | Exit Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debtor-in-possession financing, amount arranged | $ 67,500,000 | $ 67,500,000 |
Debt - Estimated Fair Value of
Debt - Estimated Fair Value of Long-Term Debt (Details) - USD ($) | Sep. 30, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 406,000,000 | $ 393,500,000 | $ 0 |
Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | 406,000,000 | 3,977,926,000 | |
Current maturities of long-term debt | 0 | 0 | |
Long-term debt | 406,000,000 | 0 | |
Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | 429,071,000 | 898,938,000 | |
Current maturities of long-term debt | 0 | 0 | |
Long-term debt | 429,071,000 | 0 | |
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs and discounts or premiums | 11,100,000 | ||
Line of Credit | Carrying Value | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total debt | 190,000,000 | 0 | |
Line of Credit | Estimated Fair Value | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total debt | $ 190,000,000 | 0 | |
11.000% Second Lien Notes due February 2028 | Secured notes | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 11.00% | ||
Total debt | $ 216,000,000 | ||
Unamortized debt issuance costs and discounts or premiums | $ 0 | ||
11.000% Second Lien Notes due February 2028 | Secured notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | 216,000,000 | 0 | |
11.000% Second Lien Notes due February 2028 | Secured notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 239,071,000 | 0 | |
4.900% Senior Notes due August 2020 | Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 4.90% | 4.90% | |
4.900% Senior Notes due August 2020 | Senior Unsecured Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 62,535,000 | |
4.900% Senior Notes due August 2020 | Senior Unsecured Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 1,366,000 | |
4.625% Senior Notes due March 2021 | Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 4.625% | 4.625% | |
4.625% Senior Notes due March 2021 | Senior Unsecured Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 79,936,000 | |
4.625% Senior Notes due March 2021 | Senior Unsecured Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 1,596,000 | |
3.950% Senior Notes due March 2022 | Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 3.95% | 3.95% | |
3.950% Senior Notes due March 2022 | Senior Unsecured Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 21,213,000 | |
3.950% Senior Notes due March 2022 | Senior Unsecured Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 354,000 | |
7.750% Senior Notes due January 2024 | Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 7.75% | 7.75% | |
7.750% Senior Notes due January 2024 | Senior Unsecured Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 397,025,000 | |
7.750% Senior Notes due January 2024 | Senior Unsecured Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 7,925,000 | |
7.950% Senior Notes due April 2025 | Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 7.95% | 7.95% | |
7.950% Senior Notes due April 2025 | Senior Unsecured Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 450,000,000 | |
7.950% Senior Notes due April 2025 | Senior Unsecured Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 8,348,000 | |
7.875% Senior Notes due February 2026 | Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 7.875% | 7.875% | |
7.875% Senior Notes due February 2026 | Senior Unsecured Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 750,000,000 | |
7.875% Senior Notes due February 2026 | Senior Unsecured Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 301,935,000 | |
6.200% Senior Notes due August 2040 | Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 6.20% | 6.20% | |
6.200% Senior Notes due August 2040 | Senior Unsecured Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 393,596,000 | |
6.200% Senior Notes due August 2040 | Senior Unsecured Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 7,966,000 | |
6.050% Senior Notes due March 2041 | Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 6.05% | 6.05% | |
6.050% Senior Notes due March 2041 | Senior Unsecured Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 395,002,000 | |
6.050% Senior Notes due March 2041 | Senior Unsecured Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 7,327,000 | |
5.250% Senior Notes due March 2042 | Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 5.25% | 5.25% | |
5.250% Senior Notes due March 2042 | Senior Unsecured Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 483,619,000 | |
5.250% Senior Notes due March 2042 | Senior Unsecured Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 9,701,000 | |
8.950% Senior Notes due April 2045 | Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 8.95% | 8.95% | |
8.950% Senior Notes due April 2045 | Senior Unsecured Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 400,000,000 | |
8.950% Senior Notes due April 2045 | Senior Unsecured Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 7,420,000 | |
The 2017 Credit Facility | Line of Credit | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 545,000,000 | |
The 2017 Credit Facility | Line of Credit | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | $ 545,000,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||
Feb. 05, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||||
Beginning balance | $ (311,388) | $ 1,018,768 | $ 1,385,724 | $ 2,556,970 | $ 3,658,972 | $ 1,018,768 | $ 3,658,972 | ||
Other comprehensive loss before reclassifications | (116) | 0 | (435) | $ 168 | 863 | $ (539) | (2,136) | ||
Amounts reclassified from AOCI | 224 | 0 | 0 | 0 | 569 | 568 | 568 | ||
Other comprehensive income (loss), net | 108 | 0 | (435) | 168 | 1,432 | 29 | (1,568) | (267) | (107) |
Cancellation of Predecessor equity | 60,343 | ||||||||
Ending balance | 1,018,768 | 1,366,668 | 1,385,724 | 2,509,034 | 2,556,970 | 1,366,668 | 2,509,034 | ||
Defined Benefit Pension Items | |||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||||
Beginning balance | (39,737) | 0 | 168 | 0 | (39,499) | (40,067) | (40,635) | 0 | (40,635) |
Other comprehensive loss before reclassifications | 0 | 0 | (435) | 168 | 0 | 0 | 0 | ||
Amounts reclassified from AOCI | 224 | 0 | 0 | 0 | 569 | 568 | 568 | ||
Other comprehensive income (loss), net | 224 | 0 | (435) | 168 | 569 | 568 | 568 | ||
Cancellation of Predecessor equity | 39,513 | ||||||||
Ending balance | 0 | 0 | (267) | 168 | (38,930) | (39,499) | (40,067) | (267) | (38,930) |
Foreign Currency Items | |||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||||
Beginning balance | (18,275) | 0 | 0 | 0 | (20,429) | (19,890) | (17,754) | 0 | (17,754) |
Other comprehensive loss before reclassifications | (116) | 0 | 0 | 0 | 863 | (539) | (2,136) | ||
Amounts reclassified from AOCI | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Other comprehensive income (loss), net | (116) | 0 | 0 | 0 | 863 | (539) | (2,136) | ||
Cancellation of Predecessor equity | 18,391 | ||||||||
Ending balance | 0 | 0 | 0 | 0 | (19,566) | (20,429) | (19,890) | 0 | (19,566) |
Accumulated Other Comprehensive Income (Loss) | |||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||||
Beginning balance | (58,012) | 0 | 168 | 0 | (59,928) | (59,957) | (58,389) | 0 | (58,389) |
Other comprehensive income (loss), net | 108 | (435) | 1,432 | (267) | (107) | ||||
Cancellation of Predecessor equity | 57,904 | ||||||||
Ending balance | $ 0 | $ 0 | $ (267) | $ 168 | $ (58,496) | $ (59,928) | $ (59,957) | $ (267) | $ (58,496) |
Revenue and Customers - Additio
Revenue and Customers - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Feb. 05, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Intangible assets, gross | $ 113,400 | ||
Intangible assets | 76,262 | $ 113,389 | $ 0 |
Intangible assets, accumulated amortization | 37,100 | ||
Expected amortization, remainder of fiscal year | 14,400 | ||
Expected amortization, 2022 | 43,500 | ||
Expected amortization, 2023 | $ 18,400 | ||
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Payment term | 30 days | ||
Remaining amortization period | 18 months | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Payment term | 60 days | ||
Remaining amortization period | 32 months |
Revenue and Customers - Receiva
Revenue and Customers - Receivables, Contract Assets, and Contract Liabilities with Customers (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Feb. 05, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | |||||
Current contract assets | $ 4,143 | $ 10,687 | |||
Noncurrent contract assets | 0 | 3,174 | |||
Total contract assets | 4,143 | $ 0 | 13,861 | $ 15,429 | $ 30,800 |
Current contract liabilities (deferred revenue) | (13,025) | (34,990) | |||
Noncurrent contract liabilities (deferred revenue) | (4,466) | (24,896) | |||
Total contract liabilities | $ (17,491) | $ (8,287) | $ (59,886) | $ (60,047) | $ (65,055) |
Revenue and Customers - Signifi
Revenue and Customers - Significant Changes in Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 8 Months Ended | 9 Months Ended |
Feb. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Contract Assets | |||
Contract assets, beginning balance | $ 13,861 | $ 0 | $ 30,800 |
Amortization of deferred costs | (1,607) | (1,293) | (22,736) |
Additions to deferred costs | 432 | 5,436 | 7,365 |
Fresh start accounting revaluation | (12,686) | ||
Total | (13,861) | 4,143 | (15,371) |
Contract assets, ending balance | 0 | 4,143 | 15,429 |
Contract Liabilities | |||
Contract liabilities, beginning balance | (59,886) | (8,287) | (65,055) |
Additions to deferred costs | 0 | ||
Amortization of deferred revenue | 4,142 | 5,962 | 46,523 |
Additions to deferred revenue | (25,479) | (15,166) | (41,515) |
Fresh start accounting revaluation | 72,936 | ||
Total | 51,599 | (9,204) | 5,008 |
Contract liabilities, ending balance | $ (8,287) | $ (17,491) | $ (60,047) |
Revenue and Customers - Remaini
Revenue and Customers - Remaining Performance Obligations (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 17,491 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 2,371 |
Performance obligation, expected timing of satisfaction | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 14,804 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 316 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | |
Floaters | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 17,491 |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 2,371 |
Performance obligation, expected timing of satisfaction | 3 months |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 14,804 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 316 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | |
Jackups | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 3 months |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction |
Revenue and Customers - Disaggr
Revenue and Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Feb. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | $ 77,481 | $ 250,371 | $ 241,836 | $ 562,147 | $ 761,065 |
Floaters | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | 50,057 | 158,313 | 127,286 | 349,634 | 367,304 |
Jackups | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | 23,994 | 72,841 | 99,764 | 166,046 | 347,251 |
Contract drilling services | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | $ 74,051 | $ 231,154 | $ 227,050 | $ 515,680 | $ 714,555 |
Loss on Impairment (Details)
Loss on Impairment (Details) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended |
Feb. 05, 2021USD ($) | Mar. 31, 2020USD ($)floater | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Loss on impairment | $ 0 | $ 0 | $ 1,119,517,000 | |
Drillships | ||||
Property, Plant and Equipment [Line Items] | ||||
Loss on impairment | $ 1,100,000,000 | $ 1,100,000,000 | ||
Number of impairment oil and gas properties | floater | 4 | |||
Capital Spare Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Loss on impairment | $ 5,500,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Apr. 15, 2021 | Feb. 05, 2021 | Feb. 05, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||||
Deferred tax liabilities | $ 21.5 | $ 21.5 | $ 13.6 | ||
Valuation allowance | 4.7 | 4.7 | 4.5 | ||
Deferred tax asset, net of valuation allowance | 8.7 | ||||
Reserves for uncertain tax positions | 50.9 | $ 42.5 | |||
Unrecognized tax benefits | 0.3 | $ 0.4 | |||
Tax expense (benefit) related to Non-US reserve | (1.7) | 18.6 | |||
Income tax expense related to reorganization and fresh start adjustments | $ 2.5 | 2.5 | |||
Tax expenses related to various recurring items | $ 2.6 | 12.6 | |||
Decrease of acquiree's historical tax reserve | $ 18.4 | ||||
Other tax adjustment related to acquisition | $ 2.9 | ||||
Tax benefits related to US and Non-US reserve release | 24.2 | ||||
Tax benefits related to US tax refund | 12.6 | ||||
Tax benefit related to deferred tax adjustments | $ 1.2 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Feb. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plans, contributions to pension plans | $ 0 | $ 0 | $ 0 | $ 0 | |
Defined benefit plans, service costs | 0 | 0 | 0 | 0 | |
Non-US | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Interest cost | 99,000 | $ 344,000 | 450,000 | 926,000 | 1,313,000 |
Return on plan assets | (69,000) | (229,000) | (517,000) | (616,000) | (1,510,000) |
Recognized net actuarial loss | 1,000 | 0 | 3,000 | 0 | 7,000 |
Net pension benefit cost (gain) | 31,000 | 115,000 | (64,000) | 310,000 | (190,000) |
US | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Interest cost | 621,000 | 1,634,000 | 1,892,000 | 4,358,000 | 5,676,000 |
Return on plan assets | (1,250,000) | (3,177,000) | (2,919,000) | (8,471,000) | (8,757,000) |
Recognized net actuarial loss | 282,000 | 0 | 716,000 | 0 | 2,149,000 |
Net pension benefit cost (gain) | $ (347,000) | $ (1,543,000) | $ (311,000) | $ (4,113,000) | $ (932,000) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Marketable securities - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Quoted Prices in Active Markets (Level 1) | ||
Assets | ||
Marketable securities | $ 7,205 | $ 12,326 |
Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Marketable securities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Marketable securities | 0 | 0 |
Carrying Amount | ||
Assets | ||
Marketable securities | $ 7,205 | $ 12,326 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended |
Aug. 31, 2021 | Sep. 30, 2021 | |
Other Commitments [Line Items] | ||
Expected CARES Act refund | $ 15 | |
Foreign tax credit refund received | $ 24.5 | |
Years of effectiveness of employment agreements after the termination of employment | 3 years | |
Minimum | ||
Other Commitments [Line Items] | ||
Percentage of uncertain tax positions likelihood of being sustained | 50.00% | |
Mexico | Income and other business taxes | Foreign tax authority | ||
Other Commitments [Line Items] | ||
Approximate audit claims assessed | $ 632.9 |
Supplemental Financial Inform_3
Supplemental Financial Information - Additional Information (Details) - USD ($) shares in Thousands, $ in Thousands | Apr. 15, 2021 | Sep. 30, 2021 | Feb. 05, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Restricted cash | $ 7,400 | $ 2,000 | $ 21,700 | |||
Capital expenditures incurred but not yet paid | 30,400 | 31,000 | 35,300 | $ 26,400 | $ 36,000 | |
Pacific Drilling | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Number of shares received by acquiree (in shares) | 16,600 | |||||
Total consideration | $ 357,662 | |||||
Net assets acquired | $ 422,141 | |||||
Participants In The Rights Offering | Ordinary Shares | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Plan of reorganization, shares issued, subscription price | 200,000 | |||||
Participants In The Rights Offering | Second Lien Notes Indenture | Ordinary Shares | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Plan of reorganization, shares issued, subscription price | 200,000 | |||||
Finco | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Restricted cash | $ 7,400 | $ 2,000 | $ 1,700 |
Supplemental Financial Inform_4
Supplemental Financial Information - Effect of Changes in Other Assets and Liabilities on Cash Flows (Detail) - USD ($) $ in Thousands | 1 Months Ended | 8 Months Ended | 9 Months Ended |
Feb. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Capital [Line Items] | |||
Accounts receivable | $ (41,344) | $ (20,980) | $ 31,230 |
Other current assets | 17,884 | 671 | (4,950) |
Other assets | 8,521 | (11,891) | 1,483 |
Accounts payable | (16,819) | 3,570 | (1,485) |
Other current liabilities | 11,428 | 12,888 | 9,033 |
Other liabilities | (5,846) | 5,569 | (7,869) |
Total net change in assets and liabilities | (26,176) | (10,173) | 27,442 |
Finco | |||
Operating Capital [Line Items] | |||
Accounts receivable | (41,344) | (20,980) | 299 |
Other current assets | 19,398 | 460 | 8,124 |
Other assets | 8,512 | (11,874) | 2,750 |
Accounts payable | (14,061) | 6,584 | (14,564) |
Other current liabilities | 11,623 | 12,751 | 9,002 |
Other liabilities | (5,936) | 5,395 | (7,869) |
Total net change in assets and liabilities | $ (21,808) | $ (7,664) | $ (2,258) |