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Acquisitions (Tables)
9 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Identifiable Assets Acquired and Liabilities Assumed Based on the Fair Values
The following table represents the allocation of the total purchase price of Diamond to the identifiable assets acquired and the liabilities assumed based on the fair values as of the Diamond Closing Date. In connection with this acquisition, the Company incurred $69.4 million of acquisition related costs during the nine months ended September 30, 2024. The results of Diamond operations were included in the Company’s results of operations effective on the Diamond Closing Date. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the Diamond Closing Date. Any final adjustment to the valuation could change the fair values assigned to the assets and liabilities, resulting in a change to our consolidated financial statements. Such change could be material.
Purchase price consideration:
Fair value of Noble shares transferred to legacy Diamond shareholders$857,678 
Fair value of replacement Diamond RSU Awards attributable to the purchase price22,263 
Cash paid to legacy Diamond shareholders583,152 
Cash paid to terminate the Diamond RCF308 
Cash paid to settle contingent success fees17,316 
Cash paid for retention bonuses4,422 
Cash paid for short-term incentive plans5,086 
Total purchase price consideration$1,490,225 
Assets acquired:
Cash and cash equivalents$209,826 
Accounts receivable, net193,194 
Taxes receivable6,971 
Prepaid expenses and other current assets74,739 
Total current assets484,730 
Property, plant, and equipment, net1,834,890 
Assets held for sale (1)
5,300 
Other assets172,936 
Total assets acquired2,497,856 
Liabilities assumed:
Accounts payable82,805 
Accrued payroll and related costs36,791 
Taxes payable28,629 
Interest payable19,750 
Other current liabilities132,142 
Total current liabilities300,117 
Long-term debt580,250 
Deferred income taxes184 
Noncurrent contract liabilities27,663 
Other liabilities99,417 
Total liabilities assumed1,007,631 
Net assets acquired$1,490,225 
(1)During the third quarter of 2024, we sold the Ocean Valiant for total proceeds of $5.6 million.
Schedule of Revenue and Earnings of Acquiree Subsequent to Closing of Merger
The following table represents Diamond’s revenue and earnings included in Noble’s Condensed Consolidated Statements of Operations subsequent to the Diamond Closing Date of the Diamond Transaction.
Period from
September 4, 2024
through
September 30, 2024
Revenue$94,380 
Net income (loss)$2,690 
Schedule of Pro Forma Financial Information
The following unaudited pro forma summary presents the results of operations as if the Diamond Transaction had occurred on January 1, 2023. The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly from this pro forma financial information. The pro forma information does not reflect any synergy savings that might have been achieved from combining the operations and is not intended to reflect the actual results that would have occurred had the companies actually been combined during the periods presented.
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
Revenue$997,566 $2,854,991 $942,410 $2,704,609 
Net income (loss)$81,406 $369,124 $(28,061)$265,772 
Net income (loss) per share:
Basic$0.41 $1.92 $(0.17)$1.65 
Diluted$0.4 $1.86 $(0.17)$1.55