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 price	22,263
Cash paid to legacy Diamond shareholders	583,152
Cash paid to terminate the Diamond RCF	308
Cash paid to settle contingent success fees	17,316
Cash paid for retention bonuses	4,422
Cash paid for short-term incentive plans	5,086
Total purchase price consideration	$	1,490,225
Assets acquired:
Cash and cash equivalents	$	209,826
Accounts receivable, net	193,194
Taxes receivable	6,971
Prepaid expenses and other current assets	74,739
Total current assets	484,730
Property, plant, and equipment, net	1,834,890
Assets held for sale (1)	5,300
Other assets	172,936
Total assets acquired	2,497,856
Liabilities assumed:
Accounts payable	82,805
Accrued payroll and related costs	36,791
Taxes payable	28,629
Interest payable	19,750
Other current liabilities	132,142
Total current liabilities	300,117
Long-term debt	580,250
Deferred income taxes	184
Noncurrent contract liabilities	27,663
Other liabilities	99,417
Total liabilities assumed	1,007,631
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, 2024		Nine Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine 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