Chapter 11 Proceedings | Note 2— Chapter 11 Proceedings Restructuring Support Agreement On the Petition Date, the Debtors entered into the Restructuring Support Agreement with an ad hoc group of certain holders of approximately 70% of the aggregate outstanding principal amount of our Guaranteed Notes and an ad hoc group of certain holders of approximately 45% of the aggregate outstanding principal amount of our Legacy Notes. The Restructuring Support Agreement became effective on August 20, 2020, and, among other things, provides that the Consenting Creditors will support the Debtors' restructuring efforts as set forth in, and subject to the terms and conditions of, the Restructuring Support Agreement. The Debtors agreed to seek approval of a plan of reorganization and complete their restructuring efforts subject to the terms, conditions, and milestones contained in the Restructuring Support Agreement and otherwise comply with the terms and requirements set forth in the Restructuring Support Agreement. The Restructuring Support Agreement contains customary conditions, representations, and warranties of the parties and is subject to a number of conditions, including, among others, the accuracy of the representations and warranties of the parties and compliance with the obligations set forth in the Restructuring Support Agreement. The Restructuring Support Agreement also provides for termination by the parties upon the occurrence of certain events. The Consenting Creditors and other significant groups relevant to the Restructuring Support Agreement are described below: • Ad Hoc Guaranteed Group. Refers to the ad hoc group of Priority Guaranteed Noteholders. • Priority Guaranteed Noteholders. Refers to the beneficial holders of, or investment advisors, investment managers, managers, nominees, advisors, or subadvisors to funds that beneficially own, the Guaranteed Notes. • Consenting Priority Guaranteed Noteholders. Refers to the Ad Hoc Guaranteed Group, together with any other holders of the Guaranteed Notes that execute a joinder to the Restructuring Support Agreement. • Ad Hoc Legacy Group. Refers to the ad hoc group of Legacy Noteholders. • Legacy Noteholders. Refers to the beneficial holders of, or investment advisors, investment managers, managers, nominees, advisors, or subadvisors to funds that beneficially own, the Legacy Notes. • Consenting Legacy Noteholders. Refers to the Ad Hoc Legacy Group, together with any other holders of the Legacy Notes that execute a joinder to the Restructuring Support Agreement. • Consenting Creditors . Refers to the Consenting Legacy Noteholders together with the Consenting Priority Guaranteed Noteholders. Plan of Reorganization The Company filed the Second Amended Joint Plan of Reorganization (the “Plan”) and the Disclosure Statement with respect to the Second Amended Joint Plan of Reorganization (the “Disclosure Statement”) on October 8, 2020, and additionally filed redlined solicitation versions of the Plan and the Disclosure Statement with non-material changes on October 13, 2020. On October 9, 2020, the Bankruptcy Court entered an order approving the adequacy of the Disclosure Statement and deadlines and procedures related to solicitation and confirmation of the Plan. The hearing to consider confirmation of the Plan is scheduled to commence on November 20, 2020. If the Plan is confirmed by the Bankruptcy Court and other pertinent conditions are met including obtaining certain regulatory approvals, the Debtors would exit chapter 11 pursuant to the terms of the Plan. Under the Plan, the claims against and interests in the Debtors are organized into classes based, in part, on their respective priorities. The value of the recovery that each claim receives under the Plan is dictated by the structural seniority of the Debtor against which such claim is asserted. Thus, as a general matter, claims asserted against structurally senior Debtor Groups (as defined in the Plan) receive a more valuable recovery. In order of structural seniority, Debtor Group A is most senior, followed by Debtor Groups B, C, D, E, and F, respectively. Accordingly, the Plan provides the following treatment of claims and interests that have been determined to be impaired (capitalized terms that are not defined herein are defined in the Plan): Except to the extent that a Holder of an Allowed Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Claim against respective Debtor Groups, Holders of the following Allowed Claims are proposed to receive the treatment set forth below, which may be subject to change based upon amendments to the Plan: • Revolving Credit Facility Claims (Class 3A, 3D, and 3E) . Each Holder of claims under the 2017 Credit Facility will receive, at the election of such Holder, (a) if such Holder elects to participate in the Exit Revolving Credit Facility, its pro rata share of: (i) the Exit Revolving Credit Facility Commitments and (ii) the Exit Revolving Credit Facility Effective Date Cash Amount; or (b) if such Holder does not elect to participate in the Exit Revolving Credit Facility, a promissory note. • Transocean Claims (Class 5A - 5F ). Each Holder will receive such treatment as set forth in Section 2.1 of the Transocean Settlement Agreement (as defined herein). • Paragon Claims (Class 6A - 6F ). Each Holder will receive such treatment as set forth in Section 2.2 of the Settlement Agreement (as defined herein). • General Unsecured Claims against Debtor Group A (Class 7A). Each Holder will receive cash in the aggregate amount of such Allowed General Unsecured Claim against Debtor Group A payable in three annual installment payments, with the first payment made one year after the later of (i) the Effective Date and (ii) the date that such claim becomes Allowed. • General Unsecured Claims against Debtor Group B (Class 7B). Each Holder will receive its pro rata share of (i) 63.5% of the ordinary shares issued by the Reorganized Parent on the Effective Date (the “Reorganized Parent Stock” or “New Shares”) (subject to dilution by the Management Incentive Plan (the “MIP”) and the Warrants, but post-dilution by the Rights Offering) and (ii) the Debtor Group B Subscription Rights. • General Unsecured Claims against Debtor Group C (Class 7C). Each Holder will receive its pro rata share of (i) 4.1% of the Reorganized Parent Stock (subject to dilution by the MIP and the Warrants, but post-dilution by the Rights Offering), (ii) the Tranche 1 Warrants (as described below), (iii) the Tranche 2 Warrants (as described below), and (iv) the Debtor Group C Subscription Rights, provided that any General Unsecured Claim that is Allowed against both Debtor Group B and Debtor Group C will not receive a distribution with respect to Debtor Group C. • General Unsecured Claims against Debtor Group D (Class 7D). Each Holder will receive cash in the aggregate amount of such Allowed General Unsecured Claim against Debtor Group D multiplied by the Applicable Percentage, payable in three annual installment payments, with the first payment made one year after the later of (i) the Effective Date and (ii) the date that such claim becomes Allowed. • General Unsecured Claims against Debtor Group E (Class 7E). Each Holder’s claim will be extinguished, canceled, and discharged, with each Holder receiving no distribution on account of such claim. • General Unsecured Claims against Debtor Group F (Class 7F). Each Holder will receive cash in the aggregate amount of such Allowed General Unsecured Claim against Debtor Group F multiplied by 16% , payable in three annual installment payments, with the first payment made one year after the later of (i) the Effective Date and (ii) the date that such claim becomes Allowed. • Interests in Parent (Class 11F). Each Holder of allowed interests in Noble Corporation plc will receive its pro rata share of the Tranche 3 Warrants (as described below) in exchange for full and final satisfaction, settlement, release, and discharge of every allowed interest in Noble Corporation plc, provided that Class 7F votes to accept the Plan, or that there are no claims in such class. • All the secured, tax, priority and administrative claims will be paid in full. • All the unsecured trade claims will be either reinstated or repaid in full, except for the claims that fall into the general categories detailed above. The Plan provides for the following new debt, other instruments, and additional terms: • Exit Revolving Credit Facility . The Company will enter into a new exit revolving credit facility (the “Exit Revolving Credit Facility”) in an aggregate principal amount of $675.0 million secured by a first lien on substantially all assets of the reorganized Company. The Exit Revolving Credit Facility will mature five years from the Petition Date, with interest payable quarterly at LIBOR plus 4.75% per annum, subject to 0% LIBOR floor, with a step up to LIBOR plus 5.25% per annum commencing after the fourth anniversary of the Petition Date. The Exit Revolving Credit Facility is subject to a variety of other terms and conditions including conditions precedent to funding, financial covenants, and various other covenants and representations and warranties. • Rights Offering and Backstop. The Company will issue $200.0 million in aggregate principal amount of second lien notes (the “Exit Second Lien Notes”), which will be funded pursuant to a Rights Offering of Exit Second Lien Notes and shares of Reorganized Parent Stock. The Exit Second Lien Notes will be secured by a second lien on the assets pledged under the Exit Revolving Credit Facility. The Company entered into a Backstop Commitment Agreement (the “BCA”) with the backstop parties thereto (the “Backstop Parties”) on October 12, 2020, pursuant to which the issuance of the Exit Second Lien Notes will be fully backstopped by the Ad Hoc Guaranteed Group and the Ad Hoc Legacy Group. Participation in the Rights Offering is offered to the holders of the Guaranteed Notes and the Legacy Notes as follows: ◦ Subject to the Ad Hoc Guaranteed Group Holdback Notes (as defined herein), 58% of the Exit Second Lien Notes (such amount, the “Guaranteed Notes Allocation”) are offered to holders of Guaranteed Notes. ◦ Subject to the Ad Hoc Legacy Group Holdback Notes (as defined herein), 42% of the Exit Second Lien Notes (such amount, the “Legacy Notes Allocation”) are offered to holders of Legacy Notes. ◦ In the event of an undersubscription of the Guaranteed Notes Allocation, the Ad Hoc Legacy Group will have the exclusive right to purchase the first $6 million of Exit Second Lien Notes that are unsubscribed under the Guaranteed Notes Allocation before the Ad Hoc Guaranteed Group backstop is implemented (the “Undersubscription Rights”). ◦ The members of the Ad Hoc Guaranteed Group will have the exclusive right and obligation to purchase 37.5% of the Guaranteed Notes Allocation (such amount, the “Ad Hoc Guaranteed Group Holdback Notes”). ◦ The members of the Ad Hoc Legacy Group and certain Legacy Noteholders that participated in a joinder process to commit to fund a portion of the Rights Offering will have the exclusive right and obligation to purchase 37.5% of the Legacy Notes Allocation (such amount, the “Ad Hoc Legacy Group Holdback Notes”). Each holder that participates in the Rights Offering in respect of the Guaranteed Notes Allocation will receive its pro rata share (based on the amount of such holder’s Guaranteed Notes claim or Undersubscription Rights, as applicable) of 17.4% of the New Shares (subject to dilution by Warrants and the MIP), and (ii) each holder that participates in the Rights Offering in respect of the Legacy Notes Allocation will receive its pro rata share (based on the amount of such holder’s Legacy Notes claim) of 12.6% of the New Shares (subject to dilution by Warrants and the MIP). • Backstop Premium. The Ad Hoc Guaranteed Group will receive a backstop premium, paid-in-kind, of (a) Exit Second Lien Notes equal to 8% of the amount of the Guaranteed Notes Allocation and (b) New Shares. The Ad Hoc Legacy Group will receive a backstop premium, paid-in-kind, of (a) Exit Second Lien Notes equal to 8% of the amount of the Legacy Notes Allocation and (b) New Shares. The amount of New Shares provided to the above groups in respect of such backstop premiums will be equivalent to an aggregate of 2.4% of the New Shares (subject to dilution by the Warrants and the MIP). Should the BCA be terminated due to Debtor breach of contract or a specified event of default (as detailed within the BCA), the Debtors are obligated to pay the Backstop Parties a termination payment of $10.0 million in cash. • Tranche 1 Warrants . Refers to 7 -year warrants with Black Scholes protection for 12.5% of the fully diluted Reorganized Parent Stock (subject to dilution by the MIP, the Tranche 2 Warrants, and the Tranche 3 Warrants) struck at the price that would result in payment of the Guaranteed Notes in full at par plus accrued interest as of the Petition Date. • Tranche 2 Warrants . Refers to 7 -year warrants with Black Scholes protection for 12.5% of the fully diluted Reorganized Parent Stock (subject to dilution by the MIP and the Tranche 3 Warrants) struck at 120% of the price that would result in payment of the Guaranteed Notes in full at par plus accrued interest as of the Petition Date. • Tranche 3 Warrants . Refers to 5 -year warrants with no Black Scholes protection for 4% of the fully diluted Reorganized Parent Stock (subject to dilution by the MIP) struck at the price that would result in payment of the Legacy Notes in full at par plus accrued interest as of the Petition Date. • Management Incentive Plan. A percentage of Reorganized Parent Stock equal to 10% of the Reorganized Parent Stock, on a fully diluted basis (assuming exercise of all Warrants, conversion of all outstanding convertible securities and full distribution of the MIP and all securities contemplated by the Plan), will be reserved for a MIP for grants to certain directors, managers, officers, and employees of the Reorganized Debtors on and after the Effective Date. • Sources of Cash for Plan Distribution. All cash required for payments to be made under the Plan on the Effective Date is required to be obtained from cash on hand, proceeds of the Rights Offering, and proceeds of the Exit Revolving Credit Facility. Executory Contracts Subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume, assign, or reject certain executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors from performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a pre-petition general unsecured claim for damages caused by such deemed breach. Typically, the assumption of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance. Accordingly, any description of an executory contract or unexpired lease with the Debtors in this Quarterly Report on Form 10-Q, including where applicable a quantification of the Company’s obligations under any such executory contract or unexpired lease of the Debtors, is qualified by any overriding rejection rights the Company has under the Bankruptcy Code. As of September 30, 2020, the Debtors have not yet made any formal determinations regarding the assumption or rejection of any of the executory contracts or unexpired leases. Claims Reconciliation The Debtors have filed with the Bankruptcy Court schedules and statements setting forth, among other things, the assets and liabilities of each Debtor, subject to the assumptions filed in connection therewith. These schedules and statements may be subject to further amendment or modification after filing. Certain holders of pre-petition claims that are not governmental units were required to file proofs of claim by the deadline for general claims, which was set by the Bankruptcy Court as October 6, 2020 and November 13, 2020 for the initial Debtors and the additional Debtors, respectively. The governmental bar date has been set as January 27, 2021 and March 23, 2021 for the initial Debtors and the additional Debtors, respectively. The Debtors have received approximately 1,100 proofs of claim as of November 2, 2020 for an amount of approximately $23.0 billion . Such amount includes duplicate claims across multiple Debtor legal entities. These claims will be reconciled to amounts recorded in the Debtors’ accounting records. Differences between amounts recorded by the Debtors and claims filed by creditors will be investigated, reconciled and resolved, at the direction of the Debtors, including through proceedings before the Bankruptcy Court. In addition, the Debtors will identify claims that have been amended or superseded, are without merit, are overstated or should be adjusted or expunged for other reasons. As a result of this process, the Debtors may identify additional liabilities that will need to be recorded or reclassified to Liabilities subject to compromise. In light of the number of claims filed, the claims resolution process may continue after the Debtors emerge from bankruptcy. Pre-petition Charges Pre-petition charges consist primarily of legal and other professional advisory fees incurred in relation to the Chapter 11 Cases, but prior to the Petition Date, and are presented as “Pre-petition charges” in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020. 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 as 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 three and nine months ended September 30, 2020: Noble-UK Noble-Cayman September 30, 2020 September 30, 2020 Professional fees (1) $ 20,545 $ 5 Write-off of debt financing costs and discount 45,469 45,469 Adjustments for estimated litigation claims (57,000 ) 4,500 Total Reorganization items, net $ 9,014 $ 49,974 (1) Payments of $7.8 million and zero related to professional fees have been presented as cash outflows from operating activities in our Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 for Noble-UK and Noble-Cayman, respectively. Liabilities Subject to Compromise As discussed in “ Note 1— Organization and Basis of Presentation ,” since the Petition Date, the Company has been operating 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, 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. However, the determination of the value at which liabilities will ultimately be settled cannot be made until the Bankruptcy Court approves the Plan. The Company will continue to evaluate and adjust the amount and classification of its pre-petition liabilities. The following table summarizes the components of liabilities subject to compromise included on our Condensed Consolidated Balance Sheet as of September 30, 2020: Noble-UK Noble-Cayman September 30, 2020 September 30, 2020 4.900% Senior Notes due August 2020 $ 62,535 $ 62,535 4.625% Senior Notes due March 2021 79,937 79,937 3.950% Senior Notes due March 2022 21,213 21,213 7.750% Senior Notes due January 2024 397,025 397,025 7.950% Senior Notes due April 2025 450,000 450,000 7.875% Senior Notes due February 2026 750,000 750,000 6.200% Senior Notes due August 2040 393,597 393,597 6.050% Senior Notes due March 2041 395,000 395,000 5.250% Senior Notes due March 2042 483,619 483,619 8.950% Senior Notes due April 2045 400,000 400,000 2017 Credit Facility 545,000 545,000 Litigation 97,000 12,000 Accrued and unpaid interest 110,301 110,301 Accounts payable and other liabilities 44,097 43,393 Lease liabilities 22,105 22,105 Total consolidated liabilities subject to compromise $ 4,251,429 $ 4,165,725 Since the filing of the Chapter 11 Cases on the Petition Date, the Company ceased accruing interest on all debt. As a result, the Company did not record $45.1 million of contractual interest expense related to the Guaranteed Notes, Legacy Notes, and 2017 Credit Facility . |