Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Entity [Abstract] | ||
Entity Registrant Name | Paragon Offshore plc | |
Entity Central Index Key | 1,594,590 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 85,985,541 |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Operating revenues | ||||
Contract drilling services | $ 363,089 | $ 462,334 | $ 762,908 | $ 954,297 |
Labor contract drilling services | 7,206 | 8,146 | 14,371 | 16,357 |
Reimbursables and other | 22,949 | 8,477 | 46,613 | 22,893 |
Total operating revenues | 393,244 | 478,957 | 823,892 | 993,547 |
Operating costs and expenses | ||||
Contract drilling services | 196,969 | 222,317 | 422,074 | 448,780 |
Labor contract drilling services | 5,681 | 6,223 | 11,294 | 12,436 |
Reimbursables | 18,678 | 5,224 | 38,656 | 15,850 |
Depreciation and amortization | 94,673 | 112,536 | 184,748 | 223,120 |
General and administrative | 13,737 | 12,683 | 29,101 | 25,928 |
Loss on impairment | 1,701 | 0 | 1,701 | 0 |
(Gain) loss on disposal of assets, net | 4,078 | 0 | (12,717) | 0 |
(Gain) on repurchase of long-term debt | 0 | 0 | (4,345) | 0 |
Total operating costs and expenses | 335,517 | 358,983 | 670,512 | 726,114 |
Operating income | 57,727 | 119,974 | 153,380 | 267,433 |
Other income (expense) | ||||
Interest expense, net of amount capitalized | (29,042) | (2,972) | (59,237) | (6,272) |
Interest income and other, net | 169 | 338 | 2,434 | 525 |
Income before income taxes | 28,854 | 117,340 | 96,577 | 261,686 |
Income tax benefit (provision) | 18,477 | (22,292) | 11,912 | (42,075) |
Net income | 47,331 | 95,048 | 108,489 | 219,611 |
Net income attributable to non-controlling interest | 0 | 0 | (31) | 0 |
Net income attributable to Paragon Offshore | $ 47,331 | $ 95,048 | $ 108,458 | $ 219,611 |
Earnings per share | ||||
Basic and diluted (in dollars per share) | $ 0.51 | $ 1.12 | $ 1.19 | $ 2.59 |
Weighted-average shares outstanding | ||||
Basic and diluted (in shares) | 85,836 | 84,753 | 85,549 | 84,753 |
CONSOLIDATED AND COMBINED STAT3
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 47,331 | $ 95,048 | $ 108,489 | $ 219,611 |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustments | 525 | 63 | (1,673) | 27 |
Net pension plan gain | 192 | 0 | 389 | 0 |
Amortization of deferred pension plan amounts | (4) | 0 | (9) | 0 |
Total other comprehensive income (loss), net | 713 | 63 | (1,293) | 27 |
Total comprehensive income | $ 48,044 | $ 95,111 | $ 107,196 | $ 219,638 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 112,359 | $ 56,772 |
Restricted cash | 0 | 12,502 |
Accounts receivable, net of allowance for doubtful accounts | 356,132 | 539,376 |
Prepaid and other current assets | 99,531 | 104,644 |
Total current assets | 568,022 | 713,294 |
Property and equipment, at cost | 4,883,872 | 4,842,112 |
Accumulated depreciation | (2,565,412) | (2,431,752) |
Property and equipment, net | 2,318,460 | 2,410,360 |
Other assets | 138,365 | 129,735 |
Total assets | 3,024,847 | 3,253,389 |
Current liabilities | ||
Current maturities of long-term debt | 6,500 | 272,166 |
Accounts payable | 131,370 | 160,874 |
Accrued payroll and related costs | 50,868 | 81,416 |
Taxes payable | 63,107 | 69,033 |
Interest payable | 28,837 | 33,658 |
Other current liabilities | 68,601 | 105,147 |
Total current liabilities | 349,283 | 722,294 |
Long-term debt | 1,984,421 | 1,888,439 |
Deferred income taxes | 39,034 | 58,497 |
Other liabilities | 53,945 | 89,910 |
Total liabilities | $ 2,426,683 | $ 2,759,140 |
Commitments and contingencies | ||
Equity | ||
Ordinary shares, $0.01 par value, 186,457,393 shares authorized; with 85,985,541 and 84,753,393 issued and outstanding at June 30, 2015 and December 31, 2014, respectively | $ 860 | $ 848 |
Additional paid-in capital | 1,422,532 | 1,423,153 |
Retained deficit | (786,791) | (895,249) |
Accumulated other comprehensive loss | (38,437) | (37,144) |
Total shareholders’ equity | 598,164 | 491,608 |
Non-controlling interest | 0 | 2,641 |
Total equity | 598,164 | 494,249 |
Total liabilities and equity | $ 3,024,847 | $ 3,253,389 |
CONSOLIDATED BALANCE SHEETS (U5
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Ordinary shares | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 186,457,393 | 186,457,393 |
Shares issued (in shares) | 85,985,541 | 84,753,393 |
Shares outstanding (in shares) | 85,985,541 | 84,753,393 |
CONSOLIDATED AND COMBINED STAT6
CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Ordinary Shares | Additional Paid-in Capital | Retained Earnings/(Deficit) | Accumulated Other Comprehensive Income/(Loss) | Net Parent Investment | Total Stockholders’ Equity and Net Parent Investment | Non-controlling Interest |
Balance (in shares) at Dec. 31, 2013 | 0 | |||||||
Balance at Dec. 31, 2013 | $ 2,005,333 | $ 0 | $ 0 | $ 0 | $ (6) | $ 2,005,339 | $ 2,005,333 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 219,611 | 219,611 | 219,611 | |||||
Net transfers to parent | (996,263) | (996,263) | (996,263) | |||||
Employee related equity activity | ||||||||
Other comprehensive loss, net | 27 | 27 | 27 | |||||
Balance (in shares) at Jun. 30, 2014 | 0 | |||||||
Balance at Jun. 30, 2014 | $ 1,228,708 | $ 0 | 0 | 0 | 21 | 1,228,687 | 1,228,708 | 0 |
Balance (in shares) at Dec. 31, 2014 | 84,753,393 | 84,753,393 | ||||||
Balance at Dec. 31, 2014 | $ 494,249 | $ 848 | 1,423,153 | (895,249) | (37,144) | 0 | 491,608 | 2,641 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 108,489 | 108,458 | 108,458 | 31 | ||||
Adjustments to distribution by former parent | (9,493) | (9,493) | (9,493) | |||||
Employee related equity activity | ||||||||
Amortization of share-based compensation | 9,154 | 9,154 | 9,154 | |||||
Issuance of share-based compensation shares (in shares) | 1,233,000 | |||||||
Issuance of share-based compensation shares | (757) | $ 12 | (769) | (757) | ||||
Acquisition of Prospector non-controlling interest | (2,185) | 487 | 487 | (2,672) | ||||
Other comprehensive loss, net | $ (1,293) | (1,293) | (1,293) | |||||
Balance (in shares) at Jun. 30, 2015 | 85,985,541 | 85,986,000 | ||||||
Balance at Jun. 30, 2015 | $ 598,164 | $ 860 | $ 1,422,532 | $ (786,791) | $ (38,437) | $ 0 | $ 598,164 | $ 0 |
CONSOLIDATED AND COMBINED STAT7
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities | ||
Net income | $ 108,489 | $ 219,611 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 184,748 | 223,120 |
Loss on impairment | 1,701 | 0 |
(Gain) loss on disposal of assets, net | (12,717) | 0 |
Gain on repurchase of long-term debt | (4,345) | 0 |
Deferred income taxes | (27,352) | (4,640) |
Share-based compensation | 9,705 | 11,757 |
Provision for doubtful accounts | 14,302 | 0 |
Net change in other assets and liabilities | 32,489 | (44,160) |
Net cash provided by operating activities | 307,020 | 405,688 |
Cash flows from investing activities | ||
Capital expenditures | (113,071) | (110,687) |
Proceeds from sale of assets | 29,316 | 6,570 |
Acquisition of Prospector Offshore Drilling S.A. non-controlling interest | (2,185) | 0 |
Change in restricted cash | 12,502 | 0 |
Change in accrued capital expenditures | (12,533) | 13,594 |
Net cash used in investing activities | (85,971) | (90,523) |
Cash flows from financing activities | ||
Repayment of Term Loan Facility | (3,250) | 0 |
Purchase of Senior Notes | (6,546) | 0 |
Debt issuance costs | 0 | (386) |
Net transfers to parent | 0 | (1,026,144) |
Net cash used in financing activities | (165,462) | (319,058) |
Net change in cash and cash equivalents | 55,587 | (3,893) |
Cash and cash equivalents, beginning of period | 56,772 | 36,581 |
Cash and cash equivalents, end of period | 112,359 | 32,688 |
Supplemental information for non-cash activities | ||
Transfer from parent of property and equipment | 0 | 18,124 |
Adjustments to distributions by former parent | 9,493 | 0 |
Line of Credit | ||
Cash flows from financing activities | ||
Repayment of Prospector debt | (265,666) | 0 |
Callable Bond | ||
Cash flows from financing activities | ||
Repayment of Prospector debt | (101,000) | 0 |
Predecessor | ||
Cash flows from investing activities | ||
Capital expenditures | (111,000) | |
Cash flows from financing activities | ||
Net change in borrowings on credit facilities | 0 | 707,472 |
Successor | ||
Cash flows from financing activities | ||
Net change in borrowings on credit facilities | $ 211,000 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION Paragon Offshore plc (together with its subsidiaries, “Paragon,” the “Company,” “we,” “us” or “our”) is a global provider of offshore drilling rigs. Paragon’s operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters ( four drillships and two semisubmersibles). We refer to our semisubmersibles and drillships collectively as “floaters.” Our primary business is contracting our rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for our exploration and production customers on a dayrate basis around the world. Spin-Off Transaction On July 17, 2014, Paragon Offshore Limited, an indirect wholly owned subsidiary of Noble Corporation plc (“Noble”) incorporated under the laws of England and Wales, re-registered under the Companies Act 2006 as a public limited company under the name of Paragon Offshore plc. Noble transferred to us the assets and liabilities (the “Separation”) constituting most of Noble’s standard specification drilling units and related assets, liabilities and business. On August 1, 2014, Noble made a pro rata distribution to its shareholders of all of our issued and outstanding ordinary shares (the “Distribution” and, collectively with the Separation, the “Spin-Off”). In connection with the Distribution, Noble shareholders received one ordinary share of Paragon for every three ordinary shares of Noble owned. Acquisition of Prospector Offshore Drilling S. A. On November 17, 2014, Paragon initiated the acquisition of the outstanding shares of Prospector Offshore Drilling S.A. ( “ Prospector ” ), an offshore drilling company organized in Luxembourg and traded on the Oslo Axess, from certain shareholders and in open market purchases. As of December 31, 2014, we owned approximately 93.4 million shares, or 98.7% , of the outstanding shares of Prospector. In addition, we assumed aggregate debt of $367 million , which comprised $100 million par value of Prospector’s 2019 Second Lien Callable Bond (“Prospector Bonds”) and Prospector’s 2018 Senior Secured Credit Facility (“Prospector Senior Credit Facility”), which at the time of acquisition had $266 million in borrowings outstanding. On January 22, 2015, we settled a mandatory tender offer for additional outstanding shares, increasing our ownership to approximately 99.6% of the outstanding shares of Prospector. On February 23, 2015 , we acquired all remaining issued and outstanding shares in Prospector pursuant to the laws of Luxembourg. We spent approximately $202 million in aggregate to acquire 100% of Prospector and funded the purchase of the shares of Prospector using proceeds from our revolving credit facility and cash on hand. During the first quarter of 2015, we repurchased $100 million par value of the Prospector Bonds at a price of 101% of par, plus accrued interest, pursuant to change of control provisions of the bonds. On March 16, 2015, we repaid the principal balance outstanding under the Prospector Senior Credit Facility, which totaled approximately $261 million , including accrued interest, through the use of cash on hand and borrowings under our senior secured revolving credit facility. The Prospector acquisition expanded and enhanced our global fleet by adding two high specification jackups contracted to Total E&P U.K. Limited and Elf Exploration U.K. Limited (collectively “Total S.A.”) for use in the United Kingdom sector of the North Sea. Three subsidiaries of Prospector contracted for the construction of three newbuild high specification jackup rigs by Shanghai Waigaoqiao Ship Co. Ltd. (“SWS”) in China. These rigs are currently scheduled for delivery in the third quarter of 2015 , first quarter of 2016 and second quarter of 2016 , respectively. Each newbuild is being built pursuant to a contract between one of these subsidiaries and SWS, without a Paragon parent company guarantee or other direct recourse to any other subsidiary of Paragon other than the applicable subsidiary. Prospector’s results of operations were included in our results beginning on November 17, 2014. The following unaudited pro forma financial information for the three and six months ended June 30, 2014 , gives effect to the Prospector acquisition as if it had occurred at the beginning of the comparable period presented. The pro forma results are based on historical data and are not intended to be indicative of the results of future operations. Three Months Ended Six Months Ended (In thousands, except per share amounts) June 30, 2014 Total operating revenues $ 488,620 $ 1,004,962 Net income 70,342 178,265 Earnings per share (basic and diluted) $ 0.83 $ 2.10 Revenues and operating expenses generated by the Prospector rigs from the closing date of November 17, 2014 through December 31, 2014 totaled $8 million and $8 million , respectively. Revenues for the three and six months ended June 30, 2015 were $35 million and $67 million , respectively. Operating expenses for these rigs, including depreciation expense of $5 million and $10 million , for the three and six months ended June 30, 2015 totaled $21 million and $45 million , respectively. Basis of Presentation Included in this Quarterly Report on Form 10-Q of Paragon Offshore plc are the condensed consolidated and combined interim financial statements and notes (“Interim Condensed Financial Statements”) of Paragon Offshore plc and its subsidiaries. The Interim Condensed Financial Statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. While the year-end condensed balance sheet data was derived from audited financial statements, this interim report does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for annual periods and should be read in conjunction with the Annual Report on Form 10-K of Paragon Offshore plc for the year ended December 31, 2014 . In management’s opinion, the accompanying interim consolidated financial statements contain all adjustments necessary for a fair statement and are of a normal recurring nature. The interim financial results may not be indicative of the results to be expected for the full year. The consolidated and combined financial information contained in this report includes periods that ended prior to the Spin-Off on August 1, 2014. For all periods prior to the Spin-Off, the combined financial statements and related discussion of financial condition and results of operations contained in this report pertain to the historical results of Noble's standard specification business (our “Predecessor”), which comprised the entire standard specification drilling fleet and related operations of Noble. Our Predecessor’s historical combined financial statements include three standard specification drilling units that were retained by Noble and three standard specification drilling units that were sold by Noble prior to the Separation. Our Predecessor’s historical combined financial statements for the periods prior to the Spin-Off include assets and liabilities that are specifically identifiable or have been allocated to our Predecessor. Revenues and costs directly related to our Predecessor have been included in the accompanying combined financial statements. Our Predecessor received service and support functions from Noble and the costs associated with these support functions have been allocated to our Predecessor using various inputs, such as head count, services rendered, and assets assigned to our Predecessor. Our management considers the allocation methodologies used to be reasonable and appropriate reflections of the related expenses attributable to us for purposes of the carve-out financial statements; however, the expenses reflected in the results of our Predecessor and included in these combined statements may not be indicative of the actual expenses that would have been incurred during the periods presented if our Predecessor had operated as a separate standalone entity and may not be indicative of expenses that will be incurred in the future by us. These allocated costs are primarily related to corporate administrative expenses including executive oversight, employee related costs including pensions and other benefits, and corporate and shared employees for the following functional groups: • information technology, • legal, accounting, finance and treasury services, • human resources, • marketing, and • other corporate and infrastructural services. We consolidate the historical combined financial results of our Predecessor in our combined financial statements for all periods prior to the Spin-Off. All financial information presented after the Spin-Off represents the consolidated results of operations, financial position and cash flows of Paragon. Prior to the Spin-Off, our total equity represented the cumulative net parent investment by Noble, including any prior net income attributable to our Predecessor as part of Noble. At the Spin-Off, Noble contributed its entire net parent investment in our Predecessor. Concurrent with the Spin-Off and in accordance with the terms of our Separation from Noble, certain assets and liabilities were transferred between us and Noble, which have been recorded as part of the net capital contributed by Noble. During the first quarter of 2015, we recorded an out-of-period adjustment to the opening balance sheet of our Predecessor of approximately $9 million to reflect transfers of fixed assets resulting from the Spin-Off between us and our former parent, as well as revisions in estimates of liabilities associated with the Spin-Off. This adjustment did not affect our Consolidated and Combined Statement of Income. As our Predecessor previously operated within Noble’s corporate cash management program for all periods prior to the Distribution, funding requirements and related transactions between our Predecessor and Noble have been summarized and reflected as changes in equity without regard to whether the funding represents a receivable, liability or equity. Based on the terms of our Separation from Noble, we ceased being a part of Noble’s corporate cash management program. Any transactions with Noble after August 1, 2014 have been, and will continue to be, cash settled in the ordinary course of business, and such amounts, which totaled approximately $0.1 million and $2 million at June 30, 2015 and December 31, 2014 , respectively, are included in “Accounts payable” on our Consolidated Balance Sheets. Summary of Significant Accounting Policies and Estimates Our consolidated and combined financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. Actual results could differ from those estimates. The significant accounting policy and estimate below updates and supplements those described in our Annual Report on Form 10-K for the year ended December 31, 2014 . Allowance for Doubtful Accounts We utilize the specific identification method for establishing and maintaining allowances for doubtful accounts. We review accounts receivable on a quarterly basis to determine the reasonableness of the allowance. Our allowance for doubtful accounts was $15 million and $1 million at June 30, 2015 and December 31, 2014 , respectively. Bad debt expense of $5 million and $14 million was recorded for the three and six months ended June 30, 2015 . No bad debt expense was recorded for the three and six months ended June 30, 2014 . Bad debt expense is reported as a component of “Contract drilling services operating costs and expense” in our Consolidated and Combined Statements of Income for the three and six months ended June 30, 2015 . Liquidity Prior to the Distribution, our working capital and capital expenditure requirements were a part of Noble’s cash management program. After the Distribution, we have been solely responsible for the provision of funds to finance our working capital and other cash requirements. Our primary sources of liquidity are cash generated from operations, borrowings under our senior secured revolving credit facility, any future financing arrangements, and equity issuances, if necessary. Our principal uses of liquidity will be to fund our operating expenditures and capital expenditures, including major projects, upgrades and replacements to drilling equipment, to service our outstanding indebtedness, acquisitions and to pay future dividends. At June 30, 2015 , we had $112 million of cash on hand and $343 million of committed financing available under our senior secured revolving credit facility, which will expire in 2019. During the first quarter of 2015, we repurchased $100 million par value of the Prospector Bonds at a price of 101% of par, plus accrued interest, pursuant to change of control provisions of the bonds. On March 16, 2015, the remaining principal balance outstanding under the Prospector Senior Credit Facility in the amount of $261 million , including accrued interest, was paid in full through the use of cash on hand and borrowings under our senior secured revolving credit facility. At June 30, 2015 , we have purchase commitments of $199 million and $400 million currently due in 2015 and 2016, respectively, related to the construction of the three high specification jackup rigs as mentioned in the Prospector acquisition above. In July 2015, we agreed with SWS to an extension of the delivery of the Prospector 6 to the second quarter of 2016. Each of these rigs is being built pursuant to a contract between a subsidiary of Prospector and the shipyard, without a Paragon parent company guarantee or other direct recourse to any other subsidiary of Paragon other than the applicable subsidiary. In the event we are unable to extend delivery of any rig, we will lose ownership of that rig, at which time, the associated costs currently capitalized (primarily representing down-payments on these rigs) on our balance sheet will be written off. At June 30, 2015 , we had approximately $42 million in capitalized costs associated with these three rigs. In July 2015, we completed a sale-leaseback transaction for two of our jackup units, Prospector 1 and Prospector 5 . We received net proceeds of $292 million , including amounts used to fund certain required reserve accounts, and have accounted for the transaction as a capital lease. Pursuant to the terms of the sale-leaseback transaction, we will be required to make an aggregate amount of rental payments equal to approximately $373 million over the course of the five -year lease terms for the two rigs (see Note 17, “Subsequent event”). Our debt facilities are subject to financial and non-financial covenants. While we currently satisfy our covenants, current market conditions, including any future contract amendments with Petróleo Brasileiro S.A. (“Petrobras”) or other customers, may prevent us from maintaining compliance. There are measures within our control to help maintain compliance with these financial and non-financial covenants, such as reducing our operating and capital expenditures or seeking a waiver on the covenants from our lenders; however, there is no assurance that these alternatives would be available. Any corrective measures that we do implement may prove inadequate and, even if effective, could have negative long-term consequences to our business. Prospector has been designated as an unrestricted subsidiary under our Revolving Credit Facility, Term Loan Facility, and Senior Notes. As a result, the assets, liabilities, and financial results of Prospector are excluded from the financial covenants applicable to Paragon and its other subsidiaries under these debt facilities. Our ability to continue to fund our operations will be affected by general economic, competitive and other factors, including any future contract amendments with Petrobras or other customers, many of which are outside of our control. To the extent current market conditions continue for a prolonged period or worsen, funding our operations will become more challenging. If our future cash flows from operations and other capital resources are insufficient to fund our liquidity needs, we may be forced to reduce or delay our capital and operational expenditures, sell assets, obtain additional debt or equity financing, or refinance all or a portion of our debt. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, which amends ASC Topic 606, Revenue from Contracts with Customers . The amendments in this ASU are intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices and improve disclosure requirements. The amendments in this accounting standard update are effective for interim and annual reporting periods beginning after December 15, 2016. In April 2015, the FASB issued ASU No. 2015-24, Revenue from Contracts with Customers: Deferral of the Effective Date which proposed a deferral of the effective date by one year, and on July 7, 2015, the FASB decided to delay the effective date by one year. The deferral results in the new revenue standard being effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We are therefore required to apply the new revenue guidance beginning in our 2018 interim and annual financial statements. This ASU can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Entities reporting under U.S. GAAP are not permitted to adopt this standard earlier than the original effective date for public entities (that is, no earlier than 2017 for calendar year-end entities.) We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In June 2014, the FASB issued ASU No. 2014-12, which amends ASC Topic 718, Compensation–Stock Compensation . The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. The guidance is effective for annual periods, and interim periods within those annual periods beginning after December 15, 2015. The guidance can be applied prospectively for all awards granted or modified after the effective date or retrospectively to all awards with performance targets outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. We do not expect that our adoption will have a material impact on our financial statements or disclosures in our financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern . This ASU codifies management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter, and early adoption is permitted. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In January 2015, the FASB issued ASU 2015-01, Income Statement – Extraordinary and Unusual Items . This ASU simplifies income statement classification by removing the concept of extraordinary items from U.S. GAAP. As a result, items that are both unusual and infrequent will no longer be separately reported net of tax after continuing operations. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and early adoption is permitted. We do not expect that our adoption will have a material impact on our financial statements or disclosures in our financial statements. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This ASU requires debt issuance costs to be presented on the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We will adopt this ASU retrospectively on January 1, 2016, which will result in a reduction of both our long-term assets and long-term debt balances on our Consolidated Balance Sheets. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Our capital expenditures, including capitalized interest, totaled $62 million and $113 million for the three and six months ended June 30, 2015 , respectively, as compared to historical Predecessor capitalized expenditures, including capitalized interest, of $68 million and $111 million for the three and six months ended June 30, 2014 . Interest incurred related to property under construction including major overhaul, improvement and asset replacement projects, is capitalized as a component of construction costs. Interest capitalized in our Predecessor’s results relates to Noble’s revolving credit facilities and commercial paper program, while interest capitalized in Paragon’s results relates to our Senior Notes, Term Loan Facility, and Revolving Credit Facility (each as defined in Note 7, “Debt”). Interest capitalized in these consolidated and combined financial statements for the three and six months ended June 30, 2015 was $0.04 million and $0.1 million , respectively, as compared to Predecessor capitalized interest of $1 million and $2 million for the three and six months ended June 30, 2014 . Loss on Impairment We have entered into negotiations to sell the Paragon MSS3, Paragon B153, and Paragon DPDS4. During the three and six months ended June 30, 2015, we recognized a total impairment loss of $2 million with respect to the Paragon MSS3 and the Paragon B153 . We did not record an impairment loss on the Paragon DPDS4 in 2015 . We estimated the fair value of these units using significant other observable inputs, representative of Level 2 fair value measurements, based on indicative market values for the drilling units. Disposal of Assets During the three months ended June 30, 2015, we completed the sale of the Paragon FPSO1 for $3.5 million to an unrelated third party. As of June 30, 2015, the carrying value of the rig, inclusive of an impairment charge taken in the prior fiscal year, approximated its sales price. During the three months ended June 30, 2015, we identified drill pipe that we would no longer utilize in our operations. We sold these items for $2 million and recorded a pre-tax loss of approximately $4 million . In January 2015, we completed the sale of the Paragon M822 for $24 million to an unrelated third party. In connection with the sale, we recorded a pre-tax gain of approximately $17 million . If we commit to plans to sell or scrap additional rigs, we may be required to recognize additional losses in future periods associated with the impairment of such assets. |
Deferred Revenue and Costs
Deferred Revenue and Costs | 6 Months Ended |
Jun. 30, 2015 | |
Deferred Revenue and Costs Disclosure [Abstract] | |
DEFERRED REVENUES AND COSTS | DEFERRED REVENUES AND COSTS It is typical in our dayrate drilling contracts for us to receive compensation and be reimbursed for costs we incur for mobilization, equipment modification, or other activities prior to the commencement of the contract. Any such compensation may be paid through a lump-sum payment or other daily compensation. Pre-contract compensation and costs are deferred until the contract commences. The deferred pre-contract compensation and costs are amortized, using the straight-line method, into income over the term of the initial contract period, regardless of the activity taking place. This approach is consistent with the economics for which the parties have contracted. Once a contract commences, we may conduct various activities, including drilling and well bore related activities, rig maintenance and equipment installation, movement between well locations or other activities. Deferred revenues from drilling contracts totaled $10 million at June 30, 2015 as compared to $9 million at December 31, 2014 . Such amounts are included in either “Other current liabilities” or “Other liabilities” in our Consolidated Balance Sheets, based upon the expected time of recognition of such deferred revenues. Deferred costs associated with deferred revenues from drilling contracts totaled $4 million at June 30, 2015 as compared to $2 million at December 31, 2014 . Such amounts are included in either “Prepaid and other current assets” or “Other assets” in our Consolidated Balance Sheets, based upon the expected time of recognition of such deferred costs. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Predecessor Plan For all periods prior to the Spin-Off, our Predecessor was managed in the normal course of business by Noble and its subsidiaries. Noble provides a stock-based compensation plan to its employees that is granted and settled in stock of Noble. Prior to the Spin-Off and to the extent that Company employees participated in this plan, the results of our Predecessor were allocated a portion of the associated expenses (see Note 16, “Related Parties (Including Relationship with Parent and Corporate Allocations)” for total costs allocated to us by Noble). Paragon employees’ participation in Noble’s 1991 Stock Option and Restricted Stock Plan (“Noble 1991 Plan”) was terminated at the time of the Distribution. All Noble time-vested restricted stock units (“TVRSU’s”) held by our employees under the Noble 1991 Plan were canceled at the Distribution, and we granted Paragon TVRSU’s that were intended to be of equivalent value and remaining duration with regard to these canceled awards. With respect to outstanding Noble performance-vested restricted stock units (“PVRSU’s”) held by our employees under the Noble 1991 Plan, a portion of such PVRSU’s continues to be held by those employees and a portion has been canceled. With regard to the canceled portion of Noble PVRSU’s at the time of the Distribution, we either granted the affected employee Paragon PVRSU’s that were intended to be of equivalent value and duration at the time of grant to the canceled portion of the Noble award, or provided the employee compensation of equivalent value to the benefit the employee would have received had the canceled portion of the Noble awards remained in effect. Paragon Plans In conjunction with the Spin-Off, we adopted new equity incentive plans for our employees and directors, the Paragon Offshore plc 2014 Employee Omnibus Incentive Plan (the “Employee Plan”) and the Paragon Offshore plc 2014 Director Omnibus Plan (the “Director Plan”). Replacement awards of Paragon TVRSU’s and PVRSU’s as well as new share-settled and cash-settled awards have been granted under the Employee Plan and the Director Plan. Shares available for issuance and outstanding restricted stock units under our two equity incentive plans as of June 30, 2015 are as follows (excluding the impact of cash-settled awards): (In shares) Employee Plan Director Plan Shares available for future awards or grants 4,218,859 347,343 Outstanding unvested restricted stock units 6,344,116 693,640 We have awarded both TVRSU’s and PVRSU’s under our Employee Plan and TVRSU’s under our Director Plan. The TVRSU’s under our Employee Plan generally vest over a three -year period. The number of PVRSU’s which vest will depend on the degree of achievement of specified corporate accounting-based and market-based performance criteria over the service period. Under the Employee Plan we have also awarded TVRSU’s that may be settled only in cash (“CS-TVRSU’s”) and are accounted for as liability-based awards. The CS-TVRSU’s vest over a three -year period. TVRSU’s under our Employee Plan are valued on the date of award at our underlying share price. The total compensation for units that ultimately vest is recognized using a straight-line method over the service period. The shares and related nominal value are recorded when the restricted stock unit vests and additional paid-in capital is adjusted as the share-based compensation cost is recognized for financial reporting purposes. TVRSU’s under our Director Plan were modified in the second quarter of 2015 resulting in accounting treatment as liability instruments. While the restricted stock units granted under our Director Plan will ultimately vest in shares, these TVRSU’s are recorded as a liability and are valued at the end of each reporting period at our underlying share price. Our CS-TVRSU’s are also recorded as a liability and are valued at the end of each reporting period at our underlying share price. They are remeasured on each balance sheet date and total compensation for units that ultimately vest is recognized over the service period. We have awarded both accounting-based and market-based PVRSU’s under our Employee Plan. Our accounting-based PVRSU’s are valued on the date of award at our underlying share price. Total compensation cost recognized for the accounting-based PVRSU’s depends on a performance measure, return on capital employed (“ROCE”), over specified performance periods. Estimated compensation cost is determined based on numerous assumptions, including an estimate of the likelihood that our ROCE will achieve the targeted thresholds and forfeiture of the PVRSU’s based on annualized ROCE performance over the terms of the awards. Our market-based PVRSU’s are valued on the date of the grant based on an estimated fair value. These PVRSU’s are based on the Company’s achievement of a market-based objective, total shareholder return (“TSR”), relative to a peer group of companies as defined in the award agreement. Estimated fair value is determined based on numerous assumptions, including an estimate of the likelihood that our stock price performance will achieve the targeted thresholds and the expected forfeiture rate. The fair value is calculated using a Monte Carlo Simulation Model. The assumptions used to value these PVRSU’s include risk-free interest rates and historical volatility of the Company over a time period commensurate with the remaining term prior to vesting, as follows: Valuation assumptions: 2015 Expected volatility 34.0 % Risk-free interest rate 1.07 % Similar valuation assumptions were made for each of the companies included in the defined peer group of companies in order to simulate the future outcomes using the Monte Carlo Simulation Model. A summary of restricted stock activity for the six months ended June 30, 2015 is as follows: TVRSU's Outstanding (1) Weighted Average Grant-Date Fair Value CS-TVRSU's Outstanding Share Price (2) PVRSU's Outstanding (3) Weighted Average Grant-Date Fair Value Outstanding at December 31, 2014 3,753,766 $ 10.54 — 261,746 $ 11.00 Awarded 4,117,919 2.49 3,408,844 587,738 2.78 Vested (1,571,382 ) 9.40 — — — Forfeited (112,031 ) 9.44 (113,099 ) — — Outstanding at June 30, 2015 6,188,272 $ 5.49 3,295,745 $ 1.09 849,484 $ 5.31 (1) This column includes 693,640 shares outstanding at June 30, 2015 that were granted under our Director Plan and are recorded as a liability valued at the end of each reporting period at our underlying share price recognized over the service period. (2) The share price represents the closing price of our shares on June 30, 2015 at which both our CS-TVRSU’s and TVRSU’s granted under our Director Plan are remeasured. (3) The number of PVRSU’s shown equals the units that would vest if the “maximum” level of performance is achieved. The minimum number of units is zero and the “target” level of performance is 50% of the amounts shown. Share and liability-based award amortization recognized during the three and six months ended June 30, 2015 totaled $5 million and $10 million , respectively. At June 30, 2015 , we had $26 million of total unrecognized compensation cost related to our TVRSU’s, which is expected to be recognized over a remaining weighted-average period of 2.1 years. At June 30, 2015 , we had $3 million of total unrecognized compensation cost related to our CS-TVRSU’s, which is expected to be recognized over a remaining weighted-average period of 2.6 years . At June 30, 2015 , we had $3 million of total unrecognized compensation cost related to our PVRSU’s, which is expected to be recognized over a remaining weighted-average period of 2.1 years. The total potential compensation for our PVRSU’s is recognized over the service period regardless of whether the performance thresholds are ultimately achieved. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Our outstanding share-based payment awards currently consist solely of restricted stock units. These unvested restricted stock units, which contain non-forfeitable rights to dividends, are deemed to be participating securities and are included in the computation of earnings per share pursuant to the “two-class” method. The “two-class” method allocates undistributed earnings between ordinary shares and participating securities; however, in a period of net loss, losses are not allocated to participating securities. On August 1, 2014, approximately 85 million of our ordinary shares were distributed to Noble’s shareholders in conjunction with the Spin-Off. Weighted average shares outstanding, basic and diluted, has been computed based on the weighted average number of ordinary shares outstanding during the applicable period. Restricted stock units do not represent ordinary shares outstanding until they are vested and converted into ordinary shares. The diluted earnings per share calculation under the two class method is the same as our basic earnings per share calculation as we currently have no stock options or other potentially dilutive securities outstanding. Our basis of presentation related to weighted average unvested shares outstanding for all periods prior to the Spin-Off does not include our unvested restricted stock units that were granted to our employees in conjunction with Paragon’s 2014 Employee Omnibus Incentive Plan. As a result, we have no earnings allocated to unvested share-based payment awards in our earnings per share calculation for periods prior to the Spin-Off. The following table sets forth the computation of basic and diluted net income and earnings per share: Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2015 2014 2015 2014 Allocation of income - basic and diluted Net income attributable to Paragon $ 47,331 $ 95,048 $ 108,458 $ 219,611 Earnings allocated to unvested share-based payment awards (3,532 ) — (6,611 ) — Net income to ordinary shareholders - Basic and diluted $ 43,799 $ 95,048 $ 101,847 $ 219,611 Weighted average shares outstanding Basic and diluted 85,836 84,753 85,549 84,753 Weighted average unvested share-based payment awards 6,922 — 5,553 — Earnings per share Basic and diluted $ 0.51 $ 1.12 $ 1.19 $ 2.59 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT A summary of long-term debt at June 30, 2015 and December 31, 2014 is as follows: June 30, December 31, (In thousands) 2015 2014 Revolving Credit Facility $ 365,000 $ 154,000 Term Loan Facility, bearing interest at 3.75%, net of unamortized discount 642,339 645,357 Senior Notes due 2022, bearing fixed interest at 6.75% per annum 456,572 457,572 Senior Notes due 2024, bearing fixed interest at 7.25% per annum 527,010 537,010 Prospector 2019 Second Lien Callable Bond — 101,000 Prospector 2018 Senior Secured Credit Facility — 265,666 Total debt 1,990,921 2,160,605 Less: Current maturities of long-term debt (6,500 ) (272,166 ) Long-term debt $ 1,984,421 $ 1,888,439 Senior Notes, Term Loan Facility and Revolving Credit Facility On June 17, 2014, we entered into a senior secured revolving credit agreement with lenders that provided commitments in the amount of $800 million (the “Revolving Credit Facility”). The Revolving Credit Facility has a term of five years and matures in July 2019. Borrowings under the Revolving Credit Facility bear interest, at our option, at either (i) an adjusted London Interbank Offered Rate ( “ LIBOR ” ), plus an applicable margin ranging between 1.50% to 2.50% , depending on our leverage ratio, or (ii) a base rate plus an applicable margin ranging between 1.50% to 2.50% . Under the Revolving Credit Facility, we may also obtain up to $800 million of letters of credit. Issuance of letters of credit under the Revolving Credit Facility would reduce a corresponding amount available for borrowing. As of June 30, 2015 , we had $365 million in borrowings outstanding at a weighted-average interest rate of 2.40% , and an aggregate amount of $92 million of letters of credit issued under the Revolving Credit Facility. On July 18, 2014, we issued $1.08 billion of senior notes (the “Senior Notes”) and also borrowed $650 million under a term loan facility (the “Term Loan Facility”). The Term Loan Facility is secured by all of our rigs. The proceeds from the Term Loan Facility and the Senior Notes were used to repay $1.7 billion of intercompany indebtedness to Noble incurred as partial consideration for the Separation. The Senior Notes consisted of $500 million of 6.75% senior notes and $580 million of 7.25% senior notes, which mature on July 15, 2022 and August 15, 2024 , respectively. The Senior Notes were issued without an original issue discount. Borrowings under the Term Loan Facility bear interest at an adjusted LIBOR rate plus 2.75% , subject to a minimum LIBOR rate of 1% or a base rate plus 1.75% , at our option. We are required to make quarterly principal payments of $1.6 million and may prepay all or a portion of the Term Loan Facility at any time. The Term Loan Facility matures in July 2021. The loans under the Term Loan Facility were issued with 0.5% original issue discount. In connection with the issuance of the aforementioned debt, we incurred $35 million of issuance costs. Our Revolving Credit Facility, Senior Notes, and Term Loan Facility agreements contain covenants that place restrictions on certain merger and consolidation transactions; our ability to sell or transfer certain assets; payment of dividends; making distributions; redemption of stock; incurrence or guarantee of debt; issuance of loans; prepayment; redemption of certain debt; as well as incurrence or assumption of certain liens. The covenants and events of default under our Revolving Credit Facility, Senior Notes, and Term Loan Facility are substantially similar. In addition to these covenants, the Revolving Credit Facility includes an additional covenant requiring us to maintain a net leverage ratio (defined as total debt, net of cash and cash equivalents, divided by earnings excluding interest, taxes, depreciation and amortization charges) less than 4.00 to 1.00 and a covenant requiring us to maintain a minimum interest coverage ratio (defined as earnings excluding interest, taxes, depreciation and amortization charges divided by interest expense) greater than 3.00 to 1.00 . We must comply with these financial covenants at the end of each fiscal quarter based upon our financial results for the prior twelve month period. As of June 30, 2015 , we were in compliance with the covenants under our Revolving Credit Facility by maintaining a net leverage ratio of 2.57 and an interest coverage ratio of 7.51 . These calculations do not include the corresponding financial information of our subsidiaries, including Prospector, designated as unrestricted for purposes of our debt agreements. As a result, the assets, liabilities, and financial results of our unrestricted subsidiaries are excluded from the financial covenants applicable to Paragon and its other subsidiaries under these debt facilities. During the first quarter of 2015, we repurchased and canceled an aggregate principal amount of $11 million of our Senior Notes at an aggregate cost of $7 million , including accrued interest. The repurchases consisted of $1 million aggregate principal amount of our 6.75% senior notes due July 2022 and $10 million aggregate principal amount of our 7.25% senior notes due August 2024. As a result of the repurchases, we recognized a total gain on debt retirement, net of the write-off of issuance costs, of approximately $4 million in “Gain on repurchase of long-term debt.” All Senior Note repurchases were made using available cash balances. We had no debt repurchases during the second quarter of 2015. Extinguished Obligations At the time of our acquisition of Prospector, Prospector had the following outstanding debt instruments: (i) 2019 Second Lien Callable Bond of $100 million (“Prospector Bonds”) and (ii) 2018 Senior Secured Credit Facility of $270 million (“Prospector Senior Credit Facility”). The Prospector Bonds were originally entered into by a subsidiary of Prospector on May 19, 2014 in the Oslo Alternative Bond Market. The Prospector Bonds had a fixed interest rate of 7.75% per annum, payable semi-annually on December 19 and June 19 each year and maturity of June 19, 2019. In January 2015, the bondholders put $99.6 million par value of their bonds back to us at the put price of 101% of par plus accrued interest pursuant to change of control provisions of the bonds. The remaining $0.4 million par value of the Prospector bonds outstanding was called and retired on March 26, 2015. We funded the repayment of the debt using borrowings from our Revolving Credit Facility and available cash. The Prospector Senior Credit Facility was originally entered into by a subsidiary of Prospector on June 12, 2014 with a group of lenders. The Prospector Senior Credit Facility comprised a $140 million Prospector 5 tranche and a $130 million Prospector 1 tranche, which were both fully drawn at the time of acquisition. The Prospector Senior Credit Facility had an interest rate of LIBOR plus a margin of 3.5% . Prospector was required to hedge at least 50% of the Prospector Senior Credit Facility against fluctuations in the interest rate. Under the swaps, Prospector paid a fixed interest rate of 1.512% and received the three-month LIBOR rate. On March 16, 2015, the remaining principal balance outstanding under the Prospector Senior Credit Facility in the amount of approximately $261 million , including accrued interest, was paid in full through the use of cash on hand and borrowings under our Revolving Credit Facility, and all associated interest rate swaps were terminated. The related requirement for a fully funded debt service reserve account, classified as restricted cash on our Consolidated Balance Sheet as of December 31, 2014, was also released as a result of the payment in full on the Prospector Senior Credit Facility. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The operations of our Predecessor have been included in certain income tax returns of Noble. The income tax provisions and related deferred tax assets and liabilities that have been reflected in our Predecessor’s historical combined financial statements have been computed as if our Predecessor were a separate taxpayer using the separate return method. As a result, actual tax transactions that would not have occurred had our Predecessor been a separate entity have been eliminated in the preparation of these consolidated and combined financial statements. Income taxes of our Predecessor include results of the operations of the standard specification drilling units. In instances where the operations of the standard specification drilling units of our Predecessor were included in the filing of a return with high specification units, an allocation of income taxes was made. The income tax benefit for the three and six months ended June 30, 2015 was $18 million and $12 million , respectively. The provision for income taxes for the three and six months ended June 30, 2014 was $22 million and $42 million , respectively. We operate through various subsidiaries in numerous countries throughout the world. Consequently, income taxes have been based on the laws and rates in effect in the countries in which operations are conducted, or in which we and our subsidiaries or our Predecessor and its subsidiaries were incorporated or otherwise considered to have a taxable presence. The change in the effective tax rate from period to period is primarily attributable to changes in the profitability mix of our operations in various jurisdictions. As our operations continually change among numerous jurisdictions, and methods of taxation in these jurisdictions vary greatly, there is little direct correlation between the income tax provision and income before taxes. Our estimated annual effective tax rate includes the effect of significant deferred tax benefits from the recognition of deferred tax assets attributable to current year projected losses in certain jurisdictions. Judgment and assumptions are required in determining whether deferred tax assets will be fully or partially utilized. Any change in the ability to utilize such deferred tax assets will be accounted for in the period of the event affecting the valuation allowance. Based on our judgment of circumstances as of the current quarter, we established a valuation allowance for certain deferred tax assets that no longer meet the “more likely than not” standard of realization and recorded other previously unrealized deferred tax assets that we now believe meet the “more likely than not” standard of realization. If subsequent changes in circumstances cause further changes in judgment about our ability to realize any deferred tax assets, it could have a material adverse effect on our estimated annual effective tax rate. We continually evaluate strategies that could allow for future utilization of our deferred tax assets. The United Kingdom (“U.K.”) recently passed new legislation effective from April 1, 2015, which levies a 25% tax on profits deemed to have been “diverted” from U.K. taxpayers to low tax jurisdictions. Although we do not believe that we are affected by the law at this time, uncertainty exists with respect to the legislation’s impact to our operations. Should this legislation be applicable to our operations in the U.K., our financial position, results of operations and cash flows could be materially affected. In addition, a tax law was enacted in Brazil, effective January 1, 2015, that under certain circumstances would impose a 15% to 25% withholding tax on charter hire payments made to a non-Brazilian related party exceeding certain thresholds of total contract value. Although we believe that our operations are not subject to this new law, the tax is being withheld at the source by our customer and we have recorded the amount withheld as tax expense. Discussions with our customer over the applicability of this new legislation are ongoing. At June 30, 2015 , the liabilities related to our unrecognized tax benefits, including estimated accrued interest and penalties, totaled $19 million , and if recognized, would reduce our income tax provision by $19 million . At December 31, 2014 , the liabilities related to our unrecognized tax benefits totaled $40 million . The decrease in unrecognized tax benefits is primarily attributable to the liability settlement of 2008-2011 for our U.K. operations upon receipt of the formal closure notices dated June 4, 2014 from HM Revenue & Customs. It is reasonably possible that our existing liabilities related to our unrecognized tax benefits may increase or decrease in the next twelve months primarily due to the progression of open audits or the expiration of statutes of limitation. However, we cannot reasonably estimate a range of potential changes in our existing liabilities for unrecognized tax benefits due to various uncertainties, such as the unresolved nature of various audits. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS During the periods prior to Spin-Off, most of our employees were eligible to participate in various Noble benefit programs. The results of our Predecessor in these consolidated and combined financial statements include an allocation of the costs of such employee benefit plans which is consistent with the accounting for multi-employer plans. These costs were allocated based on our employee population for each of the periods presented. We consider the expense allocation methodology and results to be reasonable for all periods presented; however, the allocated costs included in the results of our Predecessor and included in these consolidated and combined financial statements could differ from amounts that would have been incurred by us if we operated on a standalone basis and are not necessarily indicative of costs to be incurred in the future. We have instituted competitive compensation policies and programs, as well as carried over certain plans as a standalone public company, the expense for which may differ from the compensation expense allocated by Noble in our Predecessor’s historical combined financial statements. Defined Benefit Plans At Spin-Off, Noble sponsored two non-U.S. noncontributory defined benefit pension plans which were carried over by us and cover certain Europe-based salaried, non-union employees. Pension benefit expense related to these plans included in the accompanying consolidated statement of income for the three and six months ended June 30, 2015 totaled $2 million and $3 million , respectively. Pension cost includes the following components: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2015 2015 Service cost $ 1,361 $ 2,736 Interest cost 493 991 Return on plan assets (449 ) (903 ) Amortization of prior service cost (5 ) (10 ) Amortization net actuarial loss 191 384 Net pension expense $ 1,591 $ 3,198 During the three and six months ended June 30, 2015 , we made no contributions to our pension plans. Other Benefit Plans At Spin-Off, Noble sponsored a 401(k) defined contribution plan and a profit sharing plan, which covered our Predecessor’s employees who are not otherwise enrolled in the above defined benefit plans. Other post-retirement benefit expense related to these plans included in the accompanying consolidated statement of income during the six months ended June 30, 2015 totaled $0.2 million . |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES We have historically entered into derivative instruments to manage our exposure to fluctuations in foreign currency exchange rates, and we may conduct hedging activities in future periods to mitigate such exposure. We have documented policies and procedures to monitor and control the use of derivative instruments. We do not engage in derivative transactions for speculative or trading purposes, nor are we a party to leveraged derivatives. Cash Flow Hedges We have not entered into any hedging activity during 2015 . At June 30, 2015 , we had no outstanding derivative contracts. Depending on market conditions, we may elect to utilize short-term forward currency contracts in the future. Prospector Interest Rate Swaps The Prospector Senior Credit Facility exposed Prospector to short-term changes in market interest rates as interest obligations on these instruments were periodically redetermined based on the prevailing LIBOR rate. Upon our acquisition of Prospector, Prospector had interest rate swaps originally entered into by a subsidiary of Prospector with an aggregate maximum notional amount of $135 million . The interest rate swaps were entered into to reduce the variability of the cash interest payments under the Prospector Senior Credit Facility and to fix the interest on 50% of the outstanding borrowings under the Prospector Senior Credit Facility. Prospector received interest at three-month LIBOR and paid interest at a fixed rate of 1.512% over the expected term of the Prospector Senior Credit Facility. As of the first quarter of 2015, we had repaid in full the remaining principal balance outstanding under the Prospector Senior Credit Facility; therefore, in March 2015, the related interest rate swaps were terminated. The termination resulted in a settlement at fair market value plus accrued interest of approximately $1 million recorded in “Interest expense net of amount capitalized.” We did not apply hedge accounting with respect to these interest rate swaps and therefore, changes in fair values were recognized as either income or loss in our Consolidated and Combined Statements of Income in “Interest expense, net of amount capitalized.” As of December 31, 2014 , we had approximately $2 million recorded in “Other current liabilities” and approximately $1 million recorded in “Other long-term assets” related to the interest rate swaps (see Note 11, “Fair Value of Financial Instruments”). Since these contracts were terminated as of June 30, 2015 , we had no amounts outstanding in our Consolidated Balance Sheet related to the interest rate swaps, and for the six months ended June 30, 2015 a gain of approximately $1 million resulting from the change in fair value of the interest rate swaps was recorded in “Interest expense, net of amount capitalized.” |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Our cash and cash equivalents, accounts receivable and accounts payable are by their nature short-term. As a result, the carrying values included in the accompanying Consolidated Balance Sheets approximate fair value. Fair Value of Derivatives As of December 31, 2014 , the fair values of our interest rate swaps were determined based on a discounted cash flow model utilizing an appropriate market or risk-adjusted yield representative of Level 2 fair value measurements. The effects of discounting are immaterial for interest rate swaps. We recorded our interest rate swaps on our December 31, 2014 Consolidated Balance Sheet at fair value including $2 million in “Other current liabilities” and $1 million in “Other long-term assets.” We had no outstanding foreign currency forward contracts or interest rate swaps at June 30, 2015 . Fair Value of Debt The estimated fair values of our Senior Notes and Term Loan Facility were based on the quoted market prices for similar issues or on the current rates offered to us for debt of similar remaining maturities representative of Level 2 fair value measurements. The fair value of our Prospector Bonds as of December 31, 2014 was based on the put price as per the change of control provisions in the agreement governing the Prospector Bonds. The following table presents the estimated fair value of our long-term debt as of June 30, 2015 and December 31, 2014 , respectively: June 30, 2015 December 31, 2014 (In thousands) Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value 6.75% Senior Notes due July 15, 2022 $ 456,572 $ 158,088 $ 457,572 $ 275,115 7.25% Senior Notes due August 15, 2024 527,010 173,913 537,010 319,521 Total senior unsecured notes $ 983,582 $ 332,001 $ 994,582 $ 594,636 Term Loan Facility, bearing interest at 3.75%, net of unamortized discount $ 642,339 $ 483,844 $ 645,357 $ 523,250 Prospector 2019 Second Lien Callable Bond $ — $ — $ 101,000 $ 101,000 The carrying amounts of our variable-rate debt, the Revolving Credit Facility, approximate fair value as such debt bears short-term, market-based interest rates. We have classified this instrument as Level 2 as valuation inputs used for purposes of determining our fair value disclosure are readily available published LIBOR rates. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS The following table sets forth the changes in the accumulated balances for each component of “ Accumulated other comprehensive loss ” ( “ AOCL ” ) for the six months ended June 30, 2015 and 2014 . All amounts within the tables are shown net of tax. (In thousands) Defined Benefit Pension Items (1) Foreign Currency Items Total Balance at December 31, 2013 $ — $ (6 ) $ (6 ) Activity during period: Other comprehensive income before reclassification — 27 27 Net other comprehensive income — 27 27 Balance at June 30, 2014 $ — $ 21 $ 21 Balance at December 31, 2014 $ (22,911 ) $ (14,233 ) $ (37,144 ) Activity during period: Other comprehensive loss before reclassification — (1,673 ) (1,673 ) Amounts reclassified from AOCL 380 — 380 Net other comprehensive income (loss) 380 (1,673 ) (1,293 ) Balance at June 30, 2015 $ (22,531 ) $ (15,906 ) $ (38,437 ) (1) Defined benefit pension items relate to actuarial losses, prior service credits, and the amortization of actuarial losses and prior service credits. Reclassifications from AOCL are recognized as expense on our Consolidated and Combined Statements of Income through either “Contract drilling services” or “General and administrative.” See Note 9, “Employee Benefit Plans” for additional information. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation We are a defendant in certain claims and litigation arising out of operations in the ordinary course of business, the resolution of which, in the opinion of management, will not have a material adverse effect on 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. Other Contingencies 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. As of June 30, 2015 , we have received tax audit claims of approximately $256 million , of which $50 million is subject to indemnity by Noble, primarily in Mexico and Brazil, attributable to our income, customs and other business taxes. In addition, as of June 30, 2015 , approximately $38 million of tax audit claims in Mexico assessed against Noble are subject to indemnity by us as a result of the Spin-Off. On July 21, 2015, we received notice of an additional assessment from Mexico for $126 million , of which $43 million is subject to indemnity by Noble. We have contested, or intend to contest, these assessments, including through litigation if necessary. Tax authorities may issue additional assessments or pursue legal actions as a result of tax audits, and we cannot predict or provide assurance as to the ultimate outcome of such assessments and legal actions. In some cases we will be required to post a surety bond or a letter of credit as collateral while we defend these claims. Although we have no surety bonds or letters of credit associated with tax audit claims outstanding as of June 30, 2015 , we could be required to post them during 2015 , and such amounts could be substantial and could have a material adverse effect on our liquidity, financial condition, results of operations and cash flows. Petrobras has notified us, along with other industry participants, that it is currently challenging assessments by Brazilian tax authorities of withholding taxes associated with the provision of drilling rigs for its operations in Brazil during the years 2008 and 2009 totaling $91 million , of which $26 million is subject to indemnity by Noble. Petrobras has also notified us that if they must pay such withholding taxes, they will seek reimbursement from us. We believe that we are contractually indemnified by Petrobras for these amounts and dispute the validity of the assessment. We have notified Petrobras of our position. We will, if necessary, vigorously defend our rights. If we were required to pay such reimbursement, however, the amount of such reimbursement could be substantial and could have a material adverse effect on our financial condition, results of operations and cash flows. In January 2015, a subsidiary of Noble received an unfavorable ruling from the Mexican Supreme Court on a tax depreciation position claimed in periods prior to the Spin-Off. Although the ruling does not constitute mandatory jurisprudence in Mexico, it does create potential indemnification exposure for us under a tax sharing agreement with Noble if Noble is ultimately determined to be liable for any amounts. We are presently unable to determine a timeline on this matter, nor are we able to determine the extent of our liability. We have considered this matter under ASC 460, Guarantees , and concluded that our liability under this matter is reasonably possible. Due to these current uncertainties, we are not able to reasonably estimate the magnitude of any liability at this time. We have used a commercial agent in Brazil in connection with our Petrobras drilling contracts. We understand that this agent has represented a number of different companies in Brazil over many years, including several offshore drilling contractors. This agent has admitted to participation in illegal activity in Brazil in connection with the award of a drilling contract to a competitor, and has implicated several individuals, including at least one Petrobras official, as part of a wider investigation of Petrobras’ business practices. We are not aware of any improper activity by Paragon or the agent in connection with contracts we have with Petrobras, and we have not been contacted by any authorities regarding such contracts. Insurance In connection with the Separation on July 31, 2014, we replaced our Predecessor’s insurance policies, which were supported by Noble, with substantially similar standalone insurance policies. We maintain certain insurance coverage against specified marine perils, which include physical damage and loss of hire for certain units. We maintain insurance in the geographic areas in which we operate, although pollution, reservoir damage and environmental risks generally are not fully insurable. Our insurance policies and contractual rights to indemnity may not adequately cover our losses or may have exclusions of coverage for some losses. We do not have insurance coverage or rights to indemnity for all risks, including loss of hire insurance on most of the rigs in our fleet. Uninsured exposures may include expatriate activities prohibited by U.S. laws and regulations, radiation hazards, certain loss or damage to property on board our rigs and losses relating to shore-based terrorist acts or strikes. If a significant accident or other event occurs and is not fully covered by insurance or contractual indemnity, it could materially adversely affect our financial position, results of operations or cash flows. Additionally, there can be no assurance that those parties with contractual obligations to indemnify us will necessarily be financially able to indemnify us against all these risks. Capital Expenditures In connection with our capital expenditure program, we have outstanding commitments, including shipyard and purchase commitments of approximately $636 million at June 30, 2015 . Our purchase commitments consist of obligations outstanding to external vendors primarily related to future capital purchases and includes $199 million in 2015 and $400 million in 2016 related to the three high-specification jackup rigs under construction. Other At June 30, 2015 , we had letters of credit of $102 million and performance bonds totaling $113 million supported by surety bonds outstanding and backed by $73 million letters of credit. Certain of our subsidiaries issued guarantees to the temporary import status of rigs or equipment imported into certain countries in which we operated. These guarantees are issued in lieu of payment of custom, value added or similar taxes in those countries. Separation Agreements In connection with the Spin-Off, we entered into several definitive agreements with Noble or its subsidiaries that, among other things, set forth the terms and conditions of the Spin-Off and provide a framework for our relationship with Noble after the Spin-Off, including the following agreements: • Master Separation Agreement; • Tax Sharing Agreement; • Employee Matters Agreement; • Transition Services Agreement relating to services Noble and Paragon will provide to each other on an interim basis; and • Transition Services Agreement relating to Noble’s Brazil operations. Pursuant to these agreements with Noble, our Consolidated Balance Sheets consist of the following balances due from and to Noble as of June 30, 2015 and December 31, 2014 : June 30, December 31, (In thousands) 2015 2014 Other current assets $ 16,514 $ 26,386 Other assets 7,110 6,875 Due from Noble $ 23,624 $ 33,261 Accounts payable $ 120 $ 1,655 Other current liabilities 37,226 51,169 Other liabilities 3,268 23,563 Due to Noble $ 40,614 $ 76,387 These receivables and payables primarily relate to rights and obligations under the Master Separation and Tax Sharing Agreements. Master Separation Agreement We have entered into a Master Separation Agreement with Noble Corporation, a Cayman Islands company and an indirect, wholly-owned subsidiary of Noble (“Noble-Cayman”), which provided for, among other things, the Distribution of our ordinary shares to Noble shareholders and the transfer to us of the assets and the assumption by us of the liabilities relating to our business and the responsibility of Noble for liabilities related to Noble’s, and in certain limited cases, our business. The Master Separation Agreement identified which assets and liabilities constitute our business and which assets and liabilities constitute Noble’s business. Tax Sharing Agreement We have entered into a Tax Sharing Agreement with Noble, which governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes following the Distribution. Employee Matters Agreement We have entered into an Employee Matters Agreement with Noble-Cayman to allocate liabilities and responsibilities relating to our employees and their participation in certain compensation and benefit plans maintained by Noble or a subsidiary of Noble. The Employee Matters Agreement provides that, following the Distribution, most of our employee benefits are provided under compensation and benefit plans adopted or assumed by us. In general, our plans are substantially similar to the plans of Noble or its subsidiaries that covered our employees prior to the completion of the Distribution. The Employee Matters Agreement also addresses the treatment of outstanding Noble equity awards held by transferring employees, including the grant of our equity awards or other rights with respect to Noble equity awards held by transferring employees that were canceled in connection with the Spin-Off. Transition Services Agreement We have entered into a Transition Services Agreement with Noble-Cayman pursuant to which Noble-Cayman provides, on a transitional basis, certain administrative and other assistance, generally consistent with the services that Noble provided to us before the Separation, and we provide certain transition services to Noble and its subsidiaries. The charges for the transition services are generally intended to allow the party providing the services to fully recover the costs directly associated with providing the services, plus all out-of-pocket costs and expenses, generally without profit. The charges for each of the transition services generally are based on either a pre-determined flat fee or an allocation of the costs incurred, including certain fees and expenses of third-party service providers. Transition Services Agreement (Brazil) We and Noble-Cayman and certain other subsidiaries of Noble have entered into a Transition Services Agreement (and a related rig charter) pursuant to which we will provide certain transition services to Noble and its subsidiaries in connection with Noble’s Brazil operations. We will continue to provide both rig-based and shore-based support services in respect of Noble’s remaining business through the term of Noble’s existing rig contracts. Noble currently has one rig operating in Brazil. Noble-Cayman will compensate us on a cost-plus basis for providing such services and also indemnify us for liabilities arising out of the services agreement. This agreement will terminate when the current Noble semisubmersible working in Brazil finishes the existing contract, which is expected to occur in 2016. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows: Six Months Ended June 30, (In thousands) 2015 2014 Accounts receivable $ 168,942 $ (8,003 ) Other current assets 5,113 (6,704 ) Other assets (7,710 ) 2,962 Accounts payable (16,572 ) (14,683 ) Other current liabilities (78,866 ) (12,483 ) Other liabilities (38,418 ) (5,249 ) Net change in other assets and liabilities $ 32,489 $ (44,160 ) |
Segment and Related Information
Segment and Related Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
SEGMENT AND RELATED INFORMATION | SEGMENT AND RELATED INFORMATION At June 30, 2015 , our contract drilling operations were reported as a single reportable segment, Contract Drilling Services, which reflects how our business is managed, and the fact that all of our drilling fleet is dependent upon the worldwide oil industry. The mobile offshore drilling units that comprise our offshore rig fleet operated in a single, global market for contract drilling services and are often redeployed globally due to changing demands of our customers, which consisted largely of major non-U.S. and government owned/controlled oil and gas companies throughout the world. Our contract drilling services segment conducts contract drilling operations in Mexico, Brazil, the North Sea, West Africa, the Middle East, India, and Southeast Asia. |
Related Parties (Including Rela
Related Parties (Including Relationship with Parent and Corporate Allocations) | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES (INCLUDING RELATIONSHIP WITH PARENT AND CORPORATE ALLOCATIONS) | RELATED PARTIES (INCLUDING RELATIONSHIP WITH PARENT AND CORPORATE ALLOCATIONS) For all periods prior to the Spin-Off, our Predecessor was managed in the normal course of business by Noble and its subsidiaries. Accordingly, certain shared costs have been allocated to our Predecessor and are reflected as expenses in these combined financial statements for periods prior to Spin-Off. Our management considers the allocation methodologies used to be reasonable and appropriate reflections of the related expenses attributable to us for purposes of the carve-out financial statements; however, the expenses reflected in the results of our Predecessor and included in these combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if our Predecessor had operated as a separate standalone entity and may not be indicative of expenses that will be incurred in the future by us. Allocated costs include, but are not limited to: corporate accounting, human resources, information technology, treasury, legal, employee benefits and incentives (excluding allocated postretirement benefits described in “Note 9, Employee Benefit Plans,”) and stock-based compensation. Our Predecessor’s allocated costs included in contract drilling services in the accompanying combined statement of income totaled $35 million and $69 million for the three and six months ended June 30, 2014 . Our Predecessor’s allocated costs included in general and administrative expenses in the accompanying combined statement of income totaled $12 million and $24 million for the three and six months ended June 30, 2014 . The costs were allocated to our Predecessor using various inputs, such as head count, services rendered, and assets assigned to our Predecessor. All financial information presented after the Spin-Off represents the results of operations, financial position and cash flows of Paragon, accordingly, no Predecessor allocated costs are included in the accompanying Consolidated Statement of Income for the three and six months ended June 30, 2015 . |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT On June 3, 2015, we entered into a combined $300 million transaction (the “Sale-Leaseback Transaction”) with subsidiaries of SinoEnergy (collectively, the “Lessors”) for our two heavy-duty, harsh-environment jackup units, Prospector 1 and Prospector 5 (collectively, the “Rigs”). The Sale-Leaseback Transaction closed on July 24, 2015. We sold the Rigs to the Lessors and immediately leased the Rigs from the Lessors for a period of five years pursuant to a lease agreement for each unit (collectively, the “Lease Agreements”). Net of fees and expenses and certain lease prepayments, we received net proceeds of approximately $292 million , including amounts used to fund certain required reserve accounts. The Prospector 1 and the Prospector 5 are each currently operating under drilling contracts with Total S.A. until mid-September 2016 and November 2017, respectively. Paragon will not consolidate the Lessors in its consolidated financial statements. While it has been determined that the Lessors are variable interest entities (“VIEs”), we are not the primary beneficiary of the VIEs for accounting purposes since we do not have the power to direct the operation of the VIEs and we do not have the obligation to absorb losses nor the right to receive benefits that could potentially be significant to the VIEs. We have accounted for the Sale-Leaseback Transaction as a capital lease. The following table sets forth our minimum annual rental payments using weighted-average effective interest rates of 5.2% for the Prospector 1 and 7.5% for the Prospector 5 . (In millions) 2015 2016 2017 2018 2019 Thereafter Total Minimum annual rental payments $ 26 $ 51 $ 41 $ 33 $ 31 $ 191 $ 373 Following the third and fourth anniversaries of the closing dates of the Lease Agreements, we have the option to repurchase each Rig for an amount as defined in the Lease Agreements. At the end of the lease term, we have an obligation to repurchase each Rig for a maximum amount of $88 million per Rig, less any pre-payments made by us during the term of the Lease Agreements. The Lease Agreements obligate us to make certain termination payments upon the occurrence of certain events of default, including payment defaults, breaches of representations and warranties, termination of the underlying drilling contract for each Rig, covenant defaults, cross-payment defaults, certain events of bankruptcy, material judgments and actual or asserted failure of any credit document to be in force and effect. The Lease Agreements contain certain representations, warranties, obligations, conditions, indemnification provisions and termination provisions customary for sale and leaseback financing transactions. The Lease Agreements contain certain affirmative and negative covenants that, subject to exceptions, limit our ability to, among other things, incur additional indebtedness and guarantee indebtedness, pay dividends or make other distributions or repurchase or redeem capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell, transfer or otherwise dispose of certain assets, create or incur liens, enter into certain types of transactions with affiliates, consolidate, merge or sell all or substantially all of our assets, and enter into new lines of business. In addition, we will be required to maintain a cash reserve of $11.5 million for each Rig throughout the term of the Lease Agreements. During the term of the current drilling contract for each Rig, we will also be required to pay to the Lessors any excess cash amounts earned under such contract, after payment of bareboat charter fees and operating expenses for such Rig and maintenance of any mandatory reserve cash amounts (the “Excess Cash Amounts”), as prepayment for the remaining rental payments under the applicable Lease Agreement (the “Cash Sweep”). Following the conclusion of the current drilling contract for each Rig, the Cash Sweep will be reduced, requiring us to make prepayments to the Lessors of up to 25% of the Excess Cash Amounts. |
Organization and Basis of Pre25
Organization and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Included in this Quarterly Report on Form 10-Q of Paragon Offshore plc are the condensed consolidated and combined interim financial statements and notes (“Interim Condensed Financial Statements”) of Paragon Offshore plc and its subsidiaries. The Interim Condensed Financial Statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. While the year-end condensed balance sheet data was derived from audited financial statements, this interim report does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for annual periods and should be read in conjunction with the Annual Report on Form 10-K of Paragon Offshore plc for the year ended December 31, 2014 . In management’s opinion, the accompanying interim consolidated financial statements contain all adjustments necessary for a fair statement and are of a normal recurring nature. The interim financial results may not be indicative of the results to be expected for the full year. The consolidated and combined financial information contained in this report includes periods that ended prior to the Spin-Off on August 1, 2014. For all periods prior to the Spin-Off, the combined financial statements and related discussion of financial condition and results of operations contained in this report pertain to the historical results of Noble's standard specification business (our “Predecessor”), which comprised the entire standard specification drilling fleet and related operations of Noble. Our Predecessor’s historical combined financial statements include three standard specification drilling units that were retained by Noble and three standard specification drilling units that were sold by Noble prior to the Separation. Our Predecessor’s historical combined financial statements for the periods prior to the Spin-Off include assets and liabilities that are specifically identifiable or have been allocated to our Predecessor. Revenues and costs directly related to our Predecessor have been included in the accompanying combined financial statements. Our Predecessor received service and support functions from Noble and the costs associated with these support functions have been allocated to our Predecessor using various inputs, such as head count, services rendered, and assets assigned to our Predecessor. Our management considers the allocation methodologies used to be reasonable and appropriate reflections of the related expenses attributable to us for purposes of the carve-out financial statements; however, the expenses reflected in the results of our Predecessor and included in these combined statements may not be indicative of the actual expenses that would have been incurred during the periods presented if our Predecessor had operated as a separate standalone entity and may not be indicative of expenses that will be incurred in the future by us. These allocated costs are primarily related to corporate administrative expenses including executive oversight, employee related costs including pensions and other benefits, and corporate and shared employees for the following functional groups: • information technology, • legal, accounting, finance and treasury services, • human resources, • marketing, and • other corporate and infrastructural services. We consolidate the historical combined financial results of our Predecessor in our combined financial statements for all periods prior to the Spin-Off. All financial information presented after the Spin-Off represents the consolidated results of operations, financial position and cash flows of Paragon. Prior to the Spin-Off, our total equity represented the cumulative net parent investment by Noble, including any prior net income attributable to our Predecessor as part of Noble. At the Spin-Off, Noble contributed its entire net parent investment in our Predecessor. Concurrent with the Spin-Off and in accordance with the terms of our Separation from Noble, certain assets and liabilities were transferred between us and Noble, which have been recorded as part of the net capital contributed by Noble. During the first quarter of 2015, we recorded an out-of-period adjustment to the opening balance sheet of our Predecessor of approximately $9 million to reflect transfers of fixed assets resulting from the Spin-Off between us and our former parent, as well as revisions in estimates of liabilities associated with the Spin-Off. This adjustment did not affect our Consolidated and Combined Statement of Income. As our Predecessor previously operated within Noble’s corporate cash management program for all periods prior to the Distribution, funding requirements and related transactions between our Predecessor and Noble have been summarized and reflected as changes in equity without regard to whether the funding represents a receivable, liability or equity. Based on the terms of our Separation from Noble, we ceased being a part of Noble’s corporate cash management program. Any transactions with Noble after August 1, 2014 have been, and will continue to be, cash settled in the ordinary course of business, and such amounts, which totaled approximately $0.1 million and $2 million at June 30, 2015 and December 31, 2014 , respectively, are included in “Accounts payable” on our Consolidated Balance Sheets. |
Allowance for Doubtful Accounts | We utilize the specific identification method for establishing and maintaining allowances for doubtful accounts. We review accounts receivable on a quarterly basis to determine the reasonableness of the allowance. |
Earnings Per Share | Our outstanding share-based payment awards currently consist solely of restricted stock units. These unvested restricted stock units, which contain non-forfeitable rights to dividends, are deemed to be participating securities and are included in the computation of earnings per share pursuant to the “two-class” method. The “two-class” method allocates undistributed earnings between ordinary shares and participating securities; however, in a period of net loss, losses are not allocated to participating securities. On August 1, 2014, approximately 85 million of our ordinary shares were distributed to Noble’s shareholders in conjunction with the Spin-Off. Weighted average shares outstanding, basic and diluted, has been computed based on the weighted average number of ordinary shares outstanding during the applicable period. Restricted stock units do not represent ordinary shares outstanding until they are vested and converted into ordinary shares. The diluted earnings per share calculation under the two class method is the same as our basic earnings per share calculation as we currently have no stock options or other potentially dilutive securities outstanding. Our basis of presentation related to weighted average unvested shares outstanding for all periods prior to the Spin-Off does not include our unvested restricted stock units that were granted to our employees in conjunction with Paragon’s 2014 Employee Omnibus Incentive Plan. As a result, we have no earnings allocated to unvested share-based payment awards in our earnings per share calculation for periods prior to the Spin-Off. |
Share-Based Compensation | We have awarded both accounting-based and market-based PVRSU’s under our Employee Plan. Our accounting-based PVRSU’s are valued on the date of award at our underlying share price. Total compensation cost recognized for the accounting-based PVRSU’s depends on a performance measure, return on capital employed (“ROCE”), over specified performance periods. Estimated compensation cost is determined based on numerous assumptions, including an estimate of the likelihood that our ROCE will achieve the targeted thresholds and forfeiture of the PVRSU’s based on annualized ROCE performance over the terms of the awards. Our market-based PVRSU’s are valued on the date of the grant based on an estimated fair value. These PVRSU’s are based on the Company’s achievement of a market-based objective, total shareholder return (“TSR”), relative to a peer group of companies as defined in the award agreement. Estimated fair value is determined based on numerous assumptions, including an estimate of the likelihood that our stock price performance will achieve the targeted thresholds and the expected forfeiture rate. The fair value is calculated using a Monte Carlo Simulation Model. |
New Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, which amends ASC Topic 606, Revenue from Contracts with Customers . The amendments in this ASU are intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices and improve disclosure requirements. The amendments in this accounting standard update are effective for interim and annual reporting periods beginning after December 15, 2016. In April 2015, the FASB issued ASU No. 2015-24, Revenue from Contracts with Customers: Deferral of the Effective Date which proposed a deferral of the effective date by one year, and on July 7, 2015, the FASB decided to delay the effective date by one year. The deferral results in the new revenue standard being effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We are therefore required to apply the new revenue guidance beginning in our 2018 interim and annual financial statements. This ASU can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Entities reporting under U.S. GAAP are not permitted to adopt this standard earlier than the original effective date for public entities (that is, no earlier than 2017 for calendar year-end entities.) We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In June 2014, the FASB issued ASU No. 2014-12, which amends ASC Topic 718, Compensation–Stock Compensation . The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. The guidance is effective for annual periods, and interim periods within those annual periods beginning after December 15, 2015. The guidance can be applied prospectively for all awards granted or modified after the effective date or retrospectively to all awards with performance targets outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. We do not expect that our adoption will have a material impact on our financial statements or disclosures in our financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern . This ASU codifies management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter, and early adoption is permitted. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In January 2015, the FASB issued ASU 2015-01, Income Statement – Extraordinary and Unusual Items . This ASU simplifies income statement classification by removing the concept of extraordinary items from U.S. GAAP. As a result, items that are both unusual and infrequent will no longer be separately reported net of tax after continuing operations. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and early adoption is permitted. We do not expect that our adoption will have a material impact on our financial statements or disclosures in our financial statements. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This ASU requires debt issuance costs to be presented on the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We will adopt this ASU retrospectively on January 1, 2016, which will result in a reduction of both our long-term assets and long-term debt balances on our Consolidated Balance Sheets. We had debt issuance costs related to our term debt and revolver of $29 million and $31 million included in “Other Assets” on our Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014 , respectively. |
Deferred Revenue and Costs | It is typical in our dayrate drilling contracts for us to receive compensation and be reimbursed for costs we incur for mobilization, equipment modification, or other activities prior to the commencement of the contract. Any such compensation may be paid through a lump-sum payment or other daily compensation. Pre-contract compensation and costs are deferred until the contract commences. The deferred pre-contract compensation and costs are amortized, using the straight-line method, into income over the term of the initial contract period, regardless of the activity taking place. This approach is consistent with the economics for which the parties have contracted. Once a contract commences, we may conduct various activities, including drilling and well bore related activities, rig maintenance and equipment installation, movement between well locations or other activities. |
Organization and Basis of Pre26
Organization and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Acquisition, Pro Forma Information | The pro forma results are based on historical data and are not intended to be indicative of the results of future operations. Three Months Ended Six Months Ended (In thousands, except per share amounts) June 30, 2014 Total operating revenues $ 488,620 $ 1,004,962 Net income 70,342 178,265 Earnings per share (basic and diluted) $ 0.83 $ 2.10 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Shares Available for Issuance and Outstanding Restricted Stock Units | Shares available for issuance and outstanding restricted stock units under our two equity incentive plans as of June 30, 2015 are as follows (excluding the impact of cash-settled awards): (In shares) Employee Plan Director Plan Shares available for future awards or grants 4,218,859 347,343 Outstanding unvested restricted stock units 6,344,116 693,640 |
Schedule of Share-based Payment Award, Equity Instruments Other Than Options, Valuation Assumptions | The assumptions used to value these PVRSU’s include risk-free interest rates and historical volatility of the Company over a time period commensurate with the remaining term prior to vesting, as follows: Valuation assumptions: 2015 Expected volatility 34.0 % Risk-free interest rate 1.07 % |
Summary of Restricted Stock Activity | A summary of restricted stock activity for the six months ended June 30, 2015 is as follows: TVRSU's Outstanding (1) Weighted Average Grant-Date Fair Value CS-TVRSU's Outstanding Share Price (2) PVRSU's Outstanding (3) Weighted Average Grant-Date Fair Value Outstanding at December 31, 2014 3,753,766 $ 10.54 — 261,746 $ 11.00 Awarded 4,117,919 2.49 3,408,844 587,738 2.78 Vested (1,571,382 ) 9.40 — — — Forfeited (112,031 ) 9.44 (113,099 ) — — Outstanding at June 30, 2015 6,188,272 $ 5.49 3,295,745 $ 1.09 849,484 $ 5.31 (1) This column includes 693,640 shares outstanding at June 30, 2015 that were granted under our Director Plan and are recorded as a liability valued at the end of each reporting period at our underlying share price recognized over the service period. (2) The share price represents the closing price of our shares on June 30, 2015 at which both our CS-TVRSU’s and TVRSU’s granted under our Director Plan are remeasured. (3) The number of PVRSU’s shown equals the units that would vest if the “maximum” level of performance is achieved. The minimum number of units is zero and the “target” level of performance is 50% of the amounts shown. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net income and earnings per share: Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2015 2014 2015 2014 Allocation of income - basic and diluted Net income attributable to Paragon $ 47,331 $ 95,048 $ 108,458 $ 219,611 Earnings allocated to unvested share-based payment awards (3,532 ) — (6,611 ) — Net income to ordinary shareholders - Basic and diluted $ 43,799 $ 95,048 $ 101,847 $ 219,611 Weighted average shares outstanding Basic and diluted 85,836 84,753 85,549 84,753 Weighted average unvested share-based payment awards 6,922 — 5,553 — Earnings per share Basic and diluted $ 0.51 $ 1.12 $ 1.19 $ 2.59 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | A summary of long-term debt at June 30, 2015 and December 31, 2014 is as follows: June 30, December 31, (In thousands) 2015 2014 Revolving Credit Facility $ 365,000 $ 154,000 Term Loan Facility, bearing interest at 3.75%, net of unamortized discount 642,339 645,357 Senior Notes due 2022, bearing fixed interest at 6.75% per annum 456,572 457,572 Senior Notes due 2024, bearing fixed interest at 7.25% per annum 527,010 537,010 Prospector 2019 Second Lien Callable Bond — 101,000 Prospector 2018 Senior Secured Credit Facility — 265,666 Total debt 1,990,921 2,160,605 Less: Current maturities of long-term debt (6,500 ) (272,166 ) Long-term debt $ 1,984,421 $ 1,888,439 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs | Pension cost includes the following components: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2015 2015 Service cost $ 1,361 $ 2,736 Interest cost 493 991 Return on plan assets (449 ) (903 ) Amortization of prior service cost (5 ) (10 ) Amortization net actuarial loss 191 384 Net pension expense $ 1,591 $ 3,198 |
Fair Value of Financial Instr31
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table presents the estimated fair value of our long-term debt as of June 30, 2015 and December 31, 2014 , respectively: June 30, 2015 December 31, 2014 (In thousands) Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value 6.75% Senior Notes due July 15, 2022 $ 456,572 $ 158,088 $ 457,572 $ 275,115 7.25% Senior Notes due August 15, 2024 527,010 173,913 537,010 319,521 Total senior unsecured notes $ 983,582 $ 332,001 $ 994,582 $ 594,636 Term Loan Facility, bearing interest at 3.75%, net of unamortized discount $ 642,339 $ 483,844 $ 645,357 $ 523,250 Prospector 2019 Second Lien Callable Bond $ — $ — $ 101,000 $ 101,000 |
Accumulated Other Comprehensi32
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table sets forth the changes in the accumulated balances for each component of “ Accumulated other comprehensive loss ” ( “ AOCL ” ) for the six months ended June 30, 2015 and 2014 . All amounts within the tables are shown net of tax. (In thousands) Defined Benefit Pension Items (1) Foreign Currency Items Total Balance at December 31, 2013 $ — $ (6 ) $ (6 ) Activity during period: Other comprehensive income before reclassification — 27 27 Net other comprehensive income — 27 27 Balance at June 30, 2014 $ — $ 21 $ 21 Balance at December 31, 2014 $ (22,911 ) $ (14,233 ) $ (37,144 ) Activity during period: Other comprehensive loss before reclassification — (1,673 ) (1,673 ) Amounts reclassified from AOCL 380 — 380 Net other comprehensive income (loss) 380 (1,673 ) (1,293 ) Balance at June 30, 2015 $ (22,531 ) $ (15,906 ) $ (38,437 ) (1) Defined benefit pension items relate to actuarial losses, prior service credits, and the amortization of actuarial losses and prior service credits. Reclassifications from AOCL are recognized as expense on our Consolidated and Combined Statements of Income through either “Contract drilling services” or “General and administrative.” See Note 9, “Employee Benefit Plans” for additional information. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Related Party Transactions | Pursuant to these agreements with Noble, our Consolidated Balance Sheets consist of the following balances due from and to Noble as of June 30, 2015 and December 31, 2014 : June 30, December 31, (In thousands) 2015 2014 Other current assets $ 16,514 $ 26,386 Other assets 7,110 6,875 Due from Noble $ 23,624 $ 33,261 Accounts payable $ 120 $ 1,655 Other current liabilities 37,226 51,169 Other liabilities 3,268 23,563 Due to Noble $ 40,614 $ 76,387 |
Supplemental Cash Flow Inform34
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
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: Six Months Ended June 30, (In thousands) 2015 2014 Accounts receivable $ 168,942 $ (8,003 ) Other current assets 5,113 (6,704 ) Other assets (7,710 ) 2,962 Accounts payable (16,572 ) (14,683 ) Other current liabilities (78,866 ) (12,483 ) Other liabilities (38,418 ) (5,249 ) Net change in other assets and liabilities $ 32,489 $ (44,160 ) |
Subsequent Event (Tables)
Subsequent Event (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | The following table sets forth our minimum annual rental payments using weighted-average effective interest rates of 5.2% for the Prospector 1 and 7.5% for the Prospector 5 . (In millions) 2015 2016 2017 2018 2019 Thereafter Total Minimum annual rental payments $ 26 $ 51 $ 41 $ 33 $ 31 $ 191 $ 373 |
Organization and Basis of Pre36
Organization and Basis of Presentation (Details) | Aug. 01, 2014 | Jun. 30, 2015rig |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of jackups | 34 | |
Number of heavy duty jackups | 2 | |
Number of floaters | 6 | |
Number of drillships | 4 | |
Number of semisubmersibles | 2 | |
Ratio of Paragon shares received per share of Noble | 0.3333 |
Organization and Basis of Pre37
Organization and Basis of Presentation - Acquisition Transaction (Details) $ / shares in Units, shares in Millions | Mar. 16, 2015USD ($) | Nov. 17, 2014USD ($)rig | Dec. 31, 2014USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Feb. 23, 2015USD ($) | Jun. 30, 2014USD ($)$ / shares | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($)$ / shares | Dec. 31, 2014shares | Jan. 22, 2015 |
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||
Revenues | $ 363,089,000 | $ 462,334,000 | $ 762,908,000 | $ 954,297,000 | |||||||
Operating expenses | 335,517,000 | 358,983,000 | 670,512,000 | 726,114,000 | |||||||
Prospector Offshore Drilling S.A. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Prospector shares owned (in shares) | shares | 93.4 | ||||||||||
Ownership percentage following additional purchase of shares | 98.70% | 100.00% | 98.70% | 99.60% | |||||||
Debt outstanding | $ 367,000,000 | ||||||||||
Cash consideration paid | $ 202,000,000 | ||||||||||
Number of jackups owned and operated by Prospector | rig | 2 | ||||||||||
Number of jackups under construction | rig | 3 | ||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||
Total operating revenues | 488,620,000 | 1,004,962,000 | |||||||||
Net income | $ 70,342,000 | $ 178,265,000 | |||||||||
Earnings per share (basic and diluted) (in dollars per share) | $ / shares | $ 0.83 | $ 2.10 | |||||||||
Revenues from the Prospector rigs since acquisition date | $ 8,000,000 | ||||||||||
Depreciation | 5,000,000 | 10,000,000 | |||||||||
Operating expenses since acquisition date | $ 8,000,000 | ||||||||||
Revenues | 35,000,000 | 67,000,000 | |||||||||
Operating expenses | $ 21,000,000 | $ 45,000,000 | |||||||||
Acquired Bonds | Callable Bond | Prospector Offshore Drilling S.A. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Debt outstanding | $ 100,000,000 | $ 100,000,000 | |||||||||
Percentage of principal amount redeemed | 101.00% | ||||||||||
Acquired Senior Credit Facility | Line of Credit | Prospector Offshore Drilling S.A. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Outstanding Prospector revolving credit facility | $ 266,000,000 | ||||||||||
Repayment of remaining balance | $ 261,000,000 |
Organization and Basis of Pre38
Organization and Basis of Presentation - Additional Information (Details) | Jul. 24, 2015 | Jun. 03, 2015rig | Mar. 16, 2015USD ($) | Nov. 17, 2014USD ($)rig | Jul. 31, 2015USD ($)rig | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)rig | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Jul. 31, 2014rig | Dec. 31, 2013USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||
Number of drilling units retained by Predecessor, included in historical financial statements | rig | 3 | ||||||||||||
Number of drilling units sold by Predecessor, included in historical financial statements | rig | 3 | ||||||||||||
Adjustments to distributions by former parent | $ 9,493,000 | $ 9,493,000 | $ 0 | ||||||||||
Debt Instrument [Line Items] | |||||||||||||
Allowance for doubtful accounts | $ 15,000,000 | 15,000,000 | $ 1,000,000 | ||||||||||
Bad debt expense | 14,302,000 | 0 | |||||||||||
Cash and cash equivalents | 112,359,000 | $ 32,688,000 | 112,359,000 | 32,688,000 | 56,772,000 | $ 36,581,000 | |||||||
Long-term Purchase Commitment [Line Items] | |||||||||||||
Purchase obligation due in remainder of 2015 | 199,000,000 | 199,000,000 | |||||||||||
Purchase obligation due in 2016 | 400,000,000 | 400,000,000 | |||||||||||
Property and equipment, at cost | 4,883,872,000 | 4,883,872,000 | 4,842,112,000 | ||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of jackup units in sale and lease back transaction | rig | 2 | ||||||||||||
Prospector Offshore Drilling S.A. | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt outstanding | $ 367,000,000 | ||||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||||
Number of jackups under construction | rig | 3 | ||||||||||||
Callable Bond | Acquired Bonds | Prospector Offshore Drilling S.A. | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt outstanding | $ 100,000,000 | $ 100,000,000 | |||||||||||
Percentage of principal amount redeemed | 101.00% | ||||||||||||
Line of Credit | Acquired Senior Credit Facility | Prospector Offshore Drilling S.A. | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayment of remaining balance | $ 261,000,000 | ||||||||||||
Revolving Credit Facility | Line of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Committed financing available | 343,000,000 | 343,000,000 | |||||||||||
Former Parent | Accounts payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Due to Noble, current | 120,000 | 120,000 | $ 1,655,000 | ||||||||||
Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of jackup units in sale and lease back transaction | rig | 2 | ||||||||||||
Net proceeds from sale and lease back transaction | $ 292,000,000 | ||||||||||||
Aggregate rental payments over lease term | $ 373,000,000 | ||||||||||||
Term of sale leaseback contract | 5 years | 5 years | |||||||||||
Contract Drilling Services Operating Costs and Expenses [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Bad debt expense | 5,000,000 | $ 0 | 14,000,000 | $ 0 | |||||||||
Capital Addition Purchase Commitments [Member] | |||||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||||
Purchase obligation due in remainder of 2015 | 199,000,000 | 199,000,000 | |||||||||||
Purchase obligation due in 2016 | 400,000,000 | $ 400,000,000 | |||||||||||
Number of jackups under construction | rig | 3 | ||||||||||||
Property and equipment, at cost | $ 42,000,000 | $ 42,000,000 |
New Accounting Pronouncements (
New Accounting Pronouncements (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jul. 18, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Debt issuance cost | $ 35 | ||
Other assets | |||
Debt Instrument [Line Items] | |||
Debt issuance cost | $ 29 | $ 31 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||||||
Capital expenditures | $ 62,000 | $ 113,071 | $ 110,687 | |||
Asset impairment charges | 1,701 | $ 0 | 1,701 | 0 | $ 0 | |
Interest expense capitalized | 40 | 100 | ||||
Proceeds from sale of assets | 29,316 | 6,570 | ||||
Gain (loss) on disposal of assets | (4,078) | 0 | 12,717 | 0 | ||
Paragon MSS3 and Paragon B153 | Market Approach Valuation Technique | Level 2 | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Asset impairment charges | 2,000 | $ 2,000 | ||||
Paragon FPSO1 | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Proceeds from sale of assets | 3,500 | |||||
Drill Pipe Joints | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Proceeds from sale of assets | 2,000 | |||||
Gain (loss) on disposal of assets | $ (4,000) | |||||
Paragon M822 | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Proceeds from sale of assets | $ 24,000 | |||||
Gain (loss) on disposal of assets | $ 17,000 | |||||
Predecessor | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Capital expenditures | 68,000 | 111,000 | ||||
Interest expense capitalized | $ 1,000 | $ 2,000 |
Deferred Revenue and Costs - Ad
Deferred Revenue and Costs - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Other Current Liabilities and Other Noncurrent Liabilities | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenues from drilling contracts | $ 10 | $ 9 |
Prepaid and Other Current Assets and Noncurrent Other Assets | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred expenses under drilling contracts | $ 4 | $ 2 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - Jun. 30, 2015 - USD ($) $ in Millions | Total | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation costs | $ 5 | $ 10 |
Time-Vested Restricted Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Unrecognized share-based amortization | 26 | $ 26 |
RSU weighted-average period of recognition | 2 years 1 month 6 days | |
Cash Settlement Time-Vested Restricted Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Unrecognized share-based amortization | 3 | $ 3 |
RSU weighted-average period of recognition | 2 years 7 months 6 days | |
Performance-Vested Restricted Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized share-based amortization | $ 3 | $ 3 |
RSU weighted-average period of recognition | 2 years 1 month 6 days |
Share-Based Compensation - Shar
Share-Based Compensation - Shares Available for Issuance and Outstanding Restricted Stock Units (Details) - Jun. 30, 2015 | incentive_planshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of stock incentive plans | incentive_plan | 2 |
Director Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for future awards or grants | 347,343 |
Employee Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for future awards or grants | 4,218,859 |
Restricted Stock Units (RSUs) | Director Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding unvested restricted stock units | 693,640 |
Restricted Stock Units (RSUs) | Employee Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding unvested restricted stock units | 6,344,116 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions Used to Estimate Fair Value of PVRSU's (Details) - Performance-Vested Restricted Shares | 6 Months Ended |
Jun. 30, 2015 | |
Valuation assumptions: | |
Expected volatility | 34.00% |
Risk-free interest rate | 1.07% |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Activity (Details) - Jun. 30, 2015 - $ / shares | Total |
Time-Vested Restricted Shares | |
RSU's Outstanding | |
Outstanding at beginning of period (in shares) | 3,753,766 |
Awarded | 4,117,919 |
Vested | (1,571,382) |
Forfeited | (112,031) |
Outstanding at end of period (in shares) | 6,188,272 |
Weighted Average Grant-Date Fair Value | |
Outstanding at beginning of period (in dollars per shares) | $ 10.54 |
Awarded | 2.49 |
Vested | 9.40 |
Forfeited | 9.44 |
Outstanding at end of period (in dollars per share) | $ 5.49 |
Time-Vested Restricted Shares | Director Plan | |
Share Price | |
Shares granted under plan, recorded as a liability (in shares) | 693,640 |
Cash Settlement Time-Vested Restricted Shares | |
RSU's Outstanding | |
Outstanding at beginning of period (in shares) | 0 |
Awarded | 3,408,844 |
Vested | 0 |
Forfeited | (113,099) |
Outstanding at end of period (in shares) | 3,295,745 |
Share Price | |
Share price, end of period (in dollars per share) | $ 1.09 |
Performance-Vested Restricted Shares | |
RSU's Outstanding | |
Outstanding at beginning of period (in shares) | 261,746 |
Awarded | 587,738 |
Vested | 0 |
Forfeited | 0 |
Outstanding at end of period (in shares) | 849,484 |
Weighted Average Grant-Date Fair Value | |
Outstanding at beginning of period (in dollars per shares) | $ 11 |
Awarded | 2.78 |
Vested | 0 |
Forfeited | 0 |
Outstanding at end of period (in dollars per share) | $ 5.31 |
Share Price | |
Minimum number of performance vested shares (in shares) | 0 |
Target level of performance, percentage | 50.00% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) shares in Millions | Aug. 01, 2014shares |
Earnings Per Share [Abstract] | |
Distribution by former parent (in shares) | 85 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Allocation of income - basic and diluted | ||||
Net income attributable to Paragon | $ 47,331 | $ 95,048 | $ 108,458 | $ 219,611 |
Earnings allocated to unvested share-based payment awards, basic | (3,532) | 0 | (6,611) | 0 |
Earnings allocated to unvested share-based payment awards, diluted | (3,532) | 0 | (6,611) | 0 |
Net income to ordinary shareholders - basic | 43,799 | 95,048 | 101,847 | 219,611 |
Net income to ordinary shareholders - diluted | $ 43,799 | $ 95,048 | $ 101,847 | $ 219,611 |
Weighted-average shares outstanding | ||||
Basic and diluted (in shares) | 85,836 | 84,753 | 85,549 | 84,753 |
Weighted average unvested share-based payment awards (in shares) | 6,922 | 0 | 5,553 | 0 |
Earnings per share | ||||
Basic and diluted (in dollars per share) | $ 0.51 | $ 1.12 | $ 1.19 | $ 2.59 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jul. 18, 2014 |
Debt Instrument [Line Items] | ||||
Total debt | $ 1,990,921 | $ 2,160,605 | ||
Less: Current maturities of long-term debt | (6,500) | (272,166) | ||
Long-term debt | 1,984,421 | 1,888,439 | ||
Line of Credit | 2018 Senior Secured Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | 0 | 265,666 | ||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | 365,000 | 154,000 | ||
Secured Debt | Term Loan Facility, bearing interest at 3.75%, net of unamortized discount | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 642,339 | 645,357 | ||
Term loan facility effective interest rate | 3.75% | |||
Senior Notes | 6.75% Senior Notes due July 15, 2022 | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 456,572 | 457,572 | ||
Stated interest rate | 6.75% | 6.75% | 6.75% | |
Senior Notes | 7.25% Senior Notes due August 15, 2024 | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 527,010 | 537,010 | ||
Stated interest rate | 7.25% | 7.25% | 7.25% | |
Callable Bond | 2019 Second Lien Callable Bond | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 0 | $ 101,000 |
Debt - Additional Information (
Debt - Additional Information (Details) | Jul. 18, 2014USD ($) | Jun. 17, 2014USD ($) | Jul. 18, 2014USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) |
Debt Instrument [Line Items] | ||||||||
Aggregate letters of credit issued | $ 102,000,000 | $ 102,000,000 | ||||||
Debt issuance cost | $ 35,000,000 | |||||||
Recognized gain on debt retirement as a result of repurchase | 0 | $ 0 | 4,345,000 | $ 0 | ||||
Predecessor | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of intercompany indebtedness | $ 1,700,000,000 | |||||||
Line of Credit | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum amount available under credit facility | $ 800,000,000 | |||||||
Revolving credit facility maturity period | 5 years | |||||||
Outstanding Prospector revolving credit facility | $ 365,000,000 | $ 365,000,000 | ||||||
Weighted average interest rate | 2.40% | 2.40% | ||||||
Aggregate letters of credit issued | $ 92,000,000 | $ 92,000,000 | ||||||
Actual net leverage ratio | 2.57 | |||||||
Actual interest coverage ratio | 7.51 | |||||||
Line of Credit | Revolving Credit Facility | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest coverage ratio requirement | 3 | |||||||
Line of Credit | Revolving Credit Facility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Net leverage ratio requirement | 4 | |||||||
Line of Credit | Revolving Credit Facility | LIBOR | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Reference rate margin | 1.50% | |||||||
Line of Credit | Revolving Credit Facility | LIBOR | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Reference rate margin | 2.50% | |||||||
Line of Credit | Revolving Credit Facility | Base Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Reference rate margin | 1.50% | |||||||
Line of Credit | Revolving Credit Facility | Base Rate | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Reference rate margin | 2.50% | |||||||
Line of Credit | Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum amount available under credit facility | $ 800,000,000 | |||||||
Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt outstanding | 1,080,000,000 | 1,080,000,000 | ||||||
Principal amount of repurchased and cancelled Senior Notes | $ 11,000,000 | |||||||
Repurchase of Senior Notes | 7,000,000 | |||||||
Recognized gain on debt retirement as a result of repurchase | $ 4,000,000 | |||||||
Senior Notes | 6.75% Senior Notes due July 15, 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt outstanding | $ 500,000,000 | $ 500,000,000 | ||||||
Stated interest rate | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% | |||
Principal amount of repurchased and cancelled Senior Notes | $ 1,000,000 | |||||||
Senior Notes | 7.25% Senior Notes due August 15, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt outstanding | $ 580,000,000 | $ 580,000,000 | ||||||
Stated interest rate | 7.25% | 7.25% | 7.25% | 7.25% | 7.25% | |||
Principal amount of repurchased and cancelled Senior Notes | $ 10,000,000 | |||||||
Secured Debt | Term Loan Facility, bearing interest at 3.75% | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt outstanding | $ 650,000,000 | $ 650,000,000 | ||||||
Quarterly debt principal payments | $ 1,600,000 | |||||||
Original issue discount | 0.50% | 0.50% | ||||||
Secured Debt | LIBOR | Term Loan Facility, bearing interest at 3.75% | ||||||||
Debt Instrument [Line Items] | ||||||||
Reference rate margin | 2.75% | |||||||
Minimum LIBOR rate | 1.00% | 1.00% | ||||||
Secured Debt | Base Rate | Term Loan Facility, bearing interest at 3.75% | ||||||||
Debt Instrument [Line Items] | ||||||||
Reference rate margin | 1.75% |
Debt - Extinguished Obligations
Debt - Extinguished Obligations (Details) - USD ($) | Mar. 26, 2015 | Mar. 16, 2015 | Jan. 31, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Nov. 17, 2014 | Jun. 12, 2014 | May. 19, 2014 |
Callable Bond | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of Prospector debt | $ 101,000,000 | $ 0 | |||||||
Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of Prospector debt | $ 265,666,000 | $ 0 | |||||||
Prospector Offshore Drilling S.A. | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt outstanding | $ 367,000,000 | ||||||||
Prospector Offshore Drilling S.A. | Interest rate swaps | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate | 1.512% | ||||||||
Prospector Offshore Drilling S.A. | Callable Bond | Acquired Bonds | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt outstanding | $ 100,000,000 | 100,000,000 | |||||||
Stated interest rate | 7.75% | ||||||||
Repayment of Prospector debt | $ 400,000 | $ 99,600,000 | |||||||
Percentage of principal amount redeemed | 101.00% | ||||||||
Prospector Offshore Drilling S.A. | Line of Credit | 2018 Senior Secured Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum amount available under credit facility | $ 270,000,000 | ||||||||
Repayment of remaining balance | $ 261,000,000 | ||||||||
Prospector Offshore Drilling S.A. | Line of Credit | 2018 Senior Secured Credit Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Minimum percentage of debt required to hedge | 50.00% | ||||||||
Prospector Offshore Drilling S.A. | Line of Credit | 2018 Senior Secured Credit Facility | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin percentage in addition to LIBOR | 3.50% | ||||||||
Prospector Offshore Drilling S.A. | Line of Credit | Acquired Senior Credit Facility, Prospector 5 Tranche | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum amount available under credit facility | $ 140,000,000 | ||||||||
Prospector Offshore Drilling S.A. | Line of Credit | Acquired Senior Credit Facility, Prospector 1 Tranche | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum amount available under credit facility | $ 130,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | Apr. 01, 2015 | Jan. 01, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Income Taxes [Line Items] | |||||||
Income tax benefit (provision) | $ 18,477 | $ (22,292) | $ 11,912 | $ (42,075) | |||
Reserve for uncertain tax positions, including interest and penalties | 19,000 | 19,000 | $ 40,000 | ||||
Unrecognized tax benefits that would impact effective tax rate | $ 19,000 | $ 19,000 | |||||
Her Majesty's Revenue and Customs (HMRC) | |||||||
Income Taxes [Line Items] | |||||||
Tax on diverted profits | 25.00% | ||||||
Secretariat of the Federal Revenue Bureau of Brazil | Minimum | |||||||
Income Taxes [Line Items] | |||||||
Withholding tax rate on charter hire payments | 15.00% | ||||||
Secretariat of the Federal Revenue Bureau of Brazil | Maximum | |||||||
Income Taxes [Line Items] | |||||||
Withholding tax rate on charter hire payments | 25.00% |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) | Aug. 01, 2014pension_plan | Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |||
Pension expense | $ 2,000,000 | $ 3,000,000 | |
Other postretirement benefit expense | 200,000 | ||
Non-U.S. Defined Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions to non-U.S. pension plans | $ 0 | $ 0 | |
Non-U.S. Defined Benefit Plan | Predecessor | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of defined benefit pension plans at spin-off | pension_plan | 2 |
Employee Benefit Plans - Pensio
Employee Benefit Plans - Pension Cost Components (Details) - Jun. 30, 2015 - Non-U.S. Defined Benefit Plan - USD ($) $ in Thousands | Total | Total |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Service cost | $ 1,361 | $ 2,736 |
Interest cost | 493 | 991 |
Return on plan assets | (449) | (903) |
Amortization of prior service cost | (5) | (10) |
Amortization net actuarial loss | 191 | 384 |
Net pension expense | $ 1,591 | $ 3,198 |
Derivative Instruments and He54
Derivative Instruments and Hedging Activities (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Mar. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Nov. 17, 2014 | Jun. 12, 2014 | |
2018 Senior Secured Credit Facility | Line of Credit | Prospector Offshore Drilling S.A. | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Minimum percentage of debt required to hedge | 50.00% | ||||
Interest rate swaps | Prospector Offshore Drilling S.A. | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Fixed interest rate | 1.512% | ||||
Interest rate swaps | Prospector Offshore Drilling S.A. | Other current liabilities | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Interest rate swaps, liabilities | $ 0 | $ 2,000,000 | |||
Interest rate swaps | Prospector Offshore Drilling S.A. | Other noncurrent assets | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Interest rate swaps, assets | $ 0 | $ 1,000,000 | |||
Interest rate swaps | Prospector Offshore Drilling S.A. | Interest expense, net of amount capitalized | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Interest swap termination | $ 1,000,000 | ||||
Interest rate swaps recorded in interest expense net of amount capitalized | 1,000,000 | ||||
Interest rate swaps | Maximum | Prospector Offshore Drilling S.A. | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Outstanding derivative contracts | $ 135,000,000 | ||||
Cash Flow Hedging | Foreign Exchange Forward | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Outstanding derivative contracts | $ 0 |
Fair Value of Financial Instr55
Fair Value of Financial Instruments - (Details) - USD ($) | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding foreign currency forward contracts or interest rate swaps | $ 0 | ||
Senior Notes | Carrying Amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | 983,582,000 | $ 994,582,000 | |
Senior Notes | Estimate of Fair Value Measurement | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | 332,001,000 | 594,636,000 | |
Senior Notes | 6.75% Senior Notes due July 15, 2022 | Carrying Amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | 456,572,000 | 457,572,000 | |
Senior Notes | 6.75% Senior Notes due July 15, 2022 | Estimate of Fair Value Measurement | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | 158,088,000 | 275,115,000 | |
Senior Notes | 7.25% Senior Notes due August 15, 2024 | Carrying Amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | 527,010,000 | 537,010,000 | |
Senior Notes | 7.25% Senior Notes due August 15, 2024 | Estimate of Fair Value Measurement | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | 173,913,000 | 319,521,000 | |
Secured Debt | Term Loan Facility, bearing interest at 3.75%, net of unamortized discount | Carrying Amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | 642,339,000 | 645,357,000 | |
Secured Debt | Term Loan Facility, bearing interest at 3.75%, net of unamortized discount | Estimate of Fair Value Measurement | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | 483,844,000 | 523,250,000 | |
Callable Bond | Acquired Bonds | Carrying Amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | 0 | 101,000,000 | |
Callable Bond | Acquired Bonds | Estimate of Fair Value Measurement | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | 0 | 101,000,000 | |
Interest rate swaps | Other current liabilities | Prospector Offshore Drilling S.A. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps, liabilities | $ 0 | 2,000,000 | |
Interest rate swaps | Other noncurrent assets | Prospector Offshore Drilling S.A. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps, assets | $ 0 | $ 1,000,000 |
Accumulated Other Comprehensi56
Accumulated Other Comprehensive Loss - Components of and Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance, beginning of period | $ (37,144) | $ (6) | ||
Activity during period: | ||||
Other comprehensive loss before reclassification | (1,673) | 27 | ||
Amounts reclassified from AOCL | 380 | |||
Total other comprehensive income (loss), net | $ 713 | $ 63 | (1,293) | 27 |
Balance, end of period | (38,437) | 21 | (38,437) | 21 |
Defined Benefit Pension Items | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance, beginning of period | (22,911) | 0 | ||
Activity during period: | ||||
Other comprehensive loss before reclassification | 0 | 0 | ||
Amounts reclassified from AOCL | 380 | |||
Total other comprehensive income (loss), net | 380 | 0 | ||
Balance, end of period | (22,531) | 0 | (22,531) | 0 |
Foreign Currency Items | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance, beginning of period | (14,233) | (6) | ||
Activity during period: | ||||
Other comprehensive loss before reclassification | (1,673) | 27 | ||
Amounts reclassified from AOCL | 0 | |||
Total other comprehensive income (loss), net | (1,673) | 27 | ||
Balance, end of period | $ (15,906) | $ 21 | $ (15,906) | $ 21 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2015USD ($)rig | Jul. 21, 2015USD ($) | |
Other Commitments [Line Items] | ||
Shipyard and purchase commitments | $ 636 | |
Purchase obligation due in remainder of 2015 | 199 | |
Purchase obligation due in 2016 | $ 400 | |
Number of jackup rigs under construction | rig | 3 | |
Letters of credit, amount outstanding | $ 102 | |
Performance bonds | $ 113 | |
Noble Corporation PLC | Brazil | ||
Other Commitments [Line Items] | ||
Number of Noble rigs operating in Brazil | rig | 1 | |
Tax Audit Claims Primarily in Mexico and Brazil | Tax Audit Claims | ||
Other Commitments [Line Items] | ||
Taxes and other contingencies | $ 256 | |
Claims subject to indemnity by Noble | 50 | |
Tax Audit Claims Primarily in Mexico and Brazil | Tax Audit Claims in Mexico Result of Spin-Off | ||
Other Commitments [Line Items] | ||
Taxes and other contingencies | 38 | |
Tax Audit Claims Primarily in Mexico and Brazil | Tax Audit Claims in Mexico Result of Spin-Off | Subsequent Event | ||
Other Commitments [Line Items] | ||
Taxes and other contingencies | $ 126 | |
Claims subject to indemnity by Noble | $ 43 | |
Petróleos Mexicanos | Withholding Taxes | ||
Other Commitments [Line Items] | ||
Taxes and other contingencies | 91 | |
Claims subject to indemnity by Noble | 26 | |
Letter of Credit | ||
Other Commitments [Line Items] | ||
Letters of credit backing performance bonds | $ 73 |
Commitments and Contingencies58
Commitments and Contingencies - Balance Sheet Position of Balances Due From and To Noble (Details) - Noble Corporation PLC - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Other Commitments [Line Items] | ||
Due from Noble | $ 23,624 | $ 33,261 |
Due to Noble | 40,614 | 76,387 |
Other current assets | ||
Other Commitments [Line Items] | ||
Other current assets | 16,514 | 26,386 |
Other assets | ||
Other Commitments [Line Items] | ||
Other assets | 7,110 | 6,875 |
Accounts payable | ||
Other Commitments [Line Items] | ||
Due to Noble, current | 120 | 1,655 |
Other current liabilities | ||
Other Commitments [Line Items] | ||
Due to Noble, current | 37,226 | 51,169 |
Other liabilities | ||
Other Commitments [Line Items] | ||
Other liabilities | $ 3,268 | $ 23,563 |
Supplemental Cash Flow Inform59
Supplemental Cash Flow Information - Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Supplemental Cash Flow Elements [Abstract] | ||
Accounts receivable | $ 168,942 | $ (8,003) |
Other current assets | 5,113 | (6,704) |
Other assets | (7,710) | 2,962 |
Accounts payable | (16,572) | (14,683) |
Other current liabilities | (78,866) | (12,483) |
Other liabilities | (38,418) | (5,249) |
Increase (Decrease) in Operating Capital | $ 32,489 | $ (44,160) |
Segment and Related Informati60
Segment and Related Information (Details) | 6 Months Ended |
Jun. 30, 2015segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Related Parties (Including Re61
Related Parties (Including Relationship with Parent and Corporate Allocations) - Additional Information (Details) - Noble Corporation PLC - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Related Party Transaction [Line Items] | |||
Contract drilling services | $ 0 | $ 0 | |
General and administrative | 12,000,000 | $ 24,000,000 | |
Contract Drilling Services | |||
Related Party Transaction [Line Items] | |||
Contract drilling services | $ 35,000,000 | $ 69,000,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Jul. 24, 2015USD ($) | Jun. 03, 2015USD ($)rig | Jul. 31, 2015USD ($)rig |
Subsequent Event [Line Items] | |||
Sale-leaseback transaction amount | $ 300,000,000 | ||
Number of jackup units in sale and lease back transaction | rig | 2 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of jackup units in sale and lease back transaction | rig | 2 | ||
Term of sale leaseback contract | 5 years | 5 years | |
Net proceeds from sale and lease back transaction | $ 292,000,000 | ||
Percentage of excess cash amounts | 25.00% | ||
Prospector 1 | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Lease obligation | $ 88,000,000 | ||
Cash reserve | 11,500,000 | ||
Prospector 5 | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Lease obligation | 88,000,000 | ||
Cash reserve | $ 11,500,000 |
Subsequent Event - Schedule of
Subsequent Event - Schedule of Minimum Annual Rental Payments (Details) - Subsequent Event - USD ($) $ in Millions | Jul. 24, 2015 | Jul. 31, 2015 |
Subsequent Event [Line Items] | ||
Total | $ 373 | |
Prospector 1 | ||
Subsequent Event [Line Items] | ||
Weighted average interest rate | 5.20% | |
Prospector 5 | ||
Subsequent Event [Line Items] | ||
Weighted average interest rate | 7.50% | |
SinoEnergy Subsidiaries | ||
Subsequent Event [Line Items] | ||
2,015 | $ 26 | |
2,016 | 51 | |
2,017 | 41 | |
2,018 | 33 | |
2,019 | 31 | |
Thereafter | 191 | |
Total | $ 373 |