EXPLANATORY
NOTE
On October 3, 2022, Noble Corporation plc (the “Company”) filed with the U.S. Securities and Exchange Commission a Current Report on Form 8-K (the “Initial Form 8-K”) to report the consummation of the transactions contemplated by that certain business combination agreement, dated November 10, 2021 (as amended, the “Business Combination Agreement”), by and among the Company, Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Noble Cayman”), Noble Newco Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and The Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”). Pursuant to the Business Combination Agreement, among other things, (i) Noble Cayman merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of the Company, and (ii) the Company completed a voluntary tender exchange offer to Maersk Drilling’s shareholders (together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).
The Company is filing this Amendment No. 1 on Form 8-K/A to the Initial Form 8-K (this “Amendment”) solely for the purpose of amending the Initial Form 8-K to provide certain historical financial information of Maersk Drilling and unaudited pro forma condensed combined financial data of the Company in accordance with Items 9.01(a) and 9.01(b) of Form 8-K, respectively. No other changes to the Initial Form 8-K are being made hereby. This Amendment should be read in conjunction with the Initial Form 8-K, which provides a more complete description of the Business Combination.
| Item 9.01. | Financial Statements and Exhibits. |
| | (a) | Financial Statements of Business Acquired. |
The audited consolidated financial statements of Maersk Drilling as of December 31, 2021, 2020 and 2019, and for each of the years ended December 31, 2021, 2020 and 2019, are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The unaudited interim consolidated financial statements of Maersk Drilling as of and for the six months ended June 30, 2022 and 2021 are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
| | (b) | Pro Forma Financial Information. |
The unaudited pro forma condensed combined financial information of the Company as of June 30, 2022 and for the six months ended June 30, 2022 and the year ended December 31, 2022 is filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.
(d) Exhibits.
| | |
Exhibit
Number | | Description |
| |
| 23.1 | | Consent of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab. |
| |
| 99.1 | | The audited consolidated financial statements of Maersk Drilling as of December 31, 2021, 2020 and 2019, and for each of the years ended December 31, 2021, 2020 and 2019 (included in the Registration Statement on Form S-4 (File No. 333-261780), initially filed by the Company on December 20, 2021 and declared effective on April 11, 2022). |
| |
| 99.2 | | The unaudited interim consolidated financial statements of Maersk Drilling as of and for the six months ended June 30, 2022 and 2021. |
| |
| 99.3 | | The unaudited pro forma condensed combined financial information of the Company as of June 30, 2022 and for the six months ended June 30, 2022 and the year ended December 31, 2021. |
| |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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