Introductory Note
As previously disclosed in the Current Report on Form 8-K filed by Noble Corporation (“Noble”) on April 16, 2021 (the “Initial Form 8-K”), on April 15, 2021, Noble completed its previously announced merger (the “Merger”) with Pacific Drilling Company, LLC (“Pacific Drilling”). In connection with the Merger, and pursuant to the terms and conditions set forth in that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 25, 2021, by and among Noble, Duke Merger Sub, LLC, a wholly owned subsidiary of Noble, and Pacific Drilling, (a) each membership interest in Pacific Drilling was converted into the right to receive 6.366 Noble ordinary shares (the “Noble Shares”) and (b) each of Pacific Drilling’s warrants outstanding immediately prior to the effective time of the Merger was converted into the right to receive 1.553 Noble Shares.
On June 23, 2021, Noble amended the Initial Form 8-K to include the financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b).
Financial Information
This Current Report on Form 8-K includes the following additional financial information:
| | • | | the unaudited pro forma condensed combined consolidated statements of operations of Noble for the year ended December 31, 2020 and the six months ended June 30, 2021 and the notes related thereto. |
Risk Factor Update
The following risk factor is provided to supplement the risk factors of Noble previously disclosed under the heading “Risks Related to Our Business and Operations” in Noble’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021.
The potential for US Gulf of Mexico hurricane related windstorm damage or liabilities could result in uninsured losses and may cause us to alter our operating procedures during hurricane season, which could adversely affect our business.
Certain areas of the world such as the US Gulf of Mexico experience hurricanes and other extreme weather conditions on a relatively frequent basis. Some of our drilling rigs in the US Gulf of Mexico are located in areas that could cause them to be susceptible to damage and/or total loss by these storms. Damage caused by high winds, turbulent seas and other severe weather conditions could result in rig loss or damage (some of which may be uninsured), termination of drilling contracts for lost or severely damaged rigs or curtailment of operations on damaged drilling rigs with reduced or suspended day rates for significant periods of time until the damage can be repaired, which could adversely affect our business. Moreover, our operating procedures may be altered during hurricane season in preparation for such severe weather conditions.
Our drilling operations in the US Gulf of Mexico have been impacted by hurricanes. On August 29, 2021, the Noble Globetrotter II encountered severe weather conditions related to Hurricane Ida in the US Gulf of Mexico. In preparation for the hurricane, the rig successfully secured the well and successfully detached from the blowout preventor without incident. However, during transit, the lower marine riser package, which is a series of controls that sits above the blowout preventer, and a small number of riser joints separated from the rig. We are in the process of completing a full assessment of the rig’s condition. Although we have insurance coverage for property damage with a $10 million deductible, our insurance policies may not adequately cover our losses, which could adversely affect our business.
| Item 9.01 | Financial Statements and Exhibits. |
