Noble Corp plc
For the period ended Jun 30, 2024. Filed Aug 1, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 1, 2024
NE$40.87+2.5%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-07.
0001628280-24-020917
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-01.
0001628280-24-033932
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 14 previous paragraphs and 29 current paragraphs.
5 unchanged; 6 reworded; 17 added; 3 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 1 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
Failure to complete the Diamond Transaction in a timely manner or at all could have adverse effects on the market value, trading price, and/or the future business results and financial condition of Noble.
Current report
The completion of the Diamond Transaction is subject to a number of conditions, including, among others, (i) the receipt of the Diamond stockholder approval, (ii) the receipt of any regulatory approvals, (iii) the absence of any order or law prohibiting consummation of the Diamond Transaction, (iv) the absence of any material adverse effect on Diamond or Noble since the date of the Diamond Merger Agreement, and (v) the authorization for listing on the NYSE of the Ordinary Shares to be issued in connection with the Diamond Merger Agreement. These conditions make the completion and timing of the Diamond Transaction uncertain.
Current report
In addition, if the Diamond Transaction is not completed by June 9, 2025, or, in certain instances, on or before June 9, 2026, either Noble or Diamond may choose not to proceed with the Diamond Transaction by terminating the merger agreement. Further, either Noble or Diamond may elect to terminate the merger agreement in certain other circumstances and the parties can mutually decide to terminate the merger agreement at any time.
Current report
If the Diamond Transaction is not completed, the ongoing business, financial condition, financial results, and stock price of Noble may be adversely affected. Without realizing any of the benefits of having completed the Diamond Transaction, Noble may be subject to a number of risks, including the following:
Current report
•the market price of Ordinary Shares could decline to the extent that the current market price reflects a market assumption that the Diamond Transaction will be completed;
Current report
•if the merger agreement is terminated and Noble seeks another business combination, Noble shareholders cannot be certain that Noble will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that the other party has agreed to in the merger agreement;
Current report
•time and resources committed by Noble’s management team to matters relating to the Diamond Transaction could otherwise have been devoted to pursuing other beneficial opportunities for their respective companies;
Current report
•Noble may experience negative reactions from the financial markets or from their respective customers, suppliers, business partners, or employees;
Current report
•Noble will be required to pay their respective costs relating to the Diamond Transaction, such as legal, accounting, financial advising, and other fees and expenses, whether or not such transactions are completed;
Current report
•litigation against Noble and Diamond, such as securities class action lawsuits and derivative lawsuits, could result in substantial costs, an injunction preventing the completion of the Diamond Transaction, and/or a judgment resulting in the payment of damages; and
Current report
•litigation related to any failure to complete the Diamond Transaction or related to any enforcement proceeding commenced against Noble to perform their respective obligations pursuant to the merger agreement, which may result in injunctions or significant additional expenses.
Current report
The materialization of any of these risks could adversely impact Noble’s ongoing businesses, financial condition, financial results, and the trading price of Ordinary Shares. Similarly, delays or diversions of management’s attention in the completion of the Diamond Transaction could have other negative effects associated with uncertainty about completion of the Diamond Transaction.
Current report
Noble may not achieve the intended benefits of the Diamond Transaction, and the Diamond Transaction may disrupt its current plans or operations.
Current report
There can be no assurance that Noble will be able to successfully integrate Diamond assets or otherwise realize the expected benefits of the Diamond Transaction. Difficulties in integrating Diamond into Noble may result in Noble performing differently than expected, in operational challenges or in the failure to realize anticipated synergies and efficiencies in the expected time frame or at all. The anticipated benefits and cost savings of the merger may not be realized fully or at all, may take longer to realize than expected, or could have other adverse effects that Noble does not currently foresee. These anticipated benefits include an assumption that Noble is able to realize annual pre-tax cost synergies of approximately $100 million, in which case the Diamond Transaction may not be accretive to earnings per share, may not improve Noble’s balance sheet position, may not enhance Noble’s ability to deliver, and may not generate additional free cash flow.
Current report
Following completion of the Diamond Transaction, the combined company’s success will depend, in part, on Noble’s ability to manage the expansion resulting from the Diamond Transaction, which poses numerous risks and uncertainties. The integration of the two companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; attracting, motivating, and retaining key management and other employees; retaining or attracting business, customer, and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructures and eliminating duplicative operations; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications, and other systems; as well as potential unknown liabilities, unforeseen expenses relating to integration, or delays associated with the acquisition. Additionally, if relationships with customers, distributors, suppliers, vendors, landlords, and other business partners are adversely affected by the Diamond Transaction, or if Noble, following completion of the Diamond Transaction, loses the benefits of certain contracts of Diamond, Noble’s business, prospects, liquidity, and financial performance could suffer. Further, the market price of Noble Ordinary Shares may decline as a result of completing the Diamond Transaction if, among other things, it is unable to achieve the expected benefits and synergies of the Diamond Transaction.
Current report
In addition, Noble’s obligation to consummate the Diamond Transaction is not conditioned on the availability of financing to pay the $5.65 per share cash portion of the merger consideration. Accessing such cash consideration through the capital markets and cash on hand may result in increased leverage and debt service costs, issuance of dilutive equity, or other adverse impacts on Noble’s future liquidity.
Removed paragraphs (3)
Previous report
Share Repurchases
Previous report
The following table presents information about our purchases of equity securities for the three months ended March 31, 2024:
Previous report
(1)Subject to restrictions under applicable law discussed in “Note 3 — Income (Loss) Per Share” to our unaudited condensed consolidated financial statements, we announced a share repurchase plan on November 2, 2022, to purchase up to $400 million of outstanding Ordinary Shares or Warrants. The $400 million authorization does not have a fixed expiration, and may be modified, suspended, or discontinued at any time. The program does not obligate us to acquire any particular amount of shares. During the three months ended March 31, 2024, we repurchased none of our Ordinary Shares.
Reworded paragraphs (6)
Previous wording
There are numerous factors that affect our business and results of operations, many of which are beyond our control. You should carefully read and consider “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our Annual Report on Form 10-K for the year ended December 31, 2023, which contains descriptions of significant risks that might cause our actual results of operations in future periods to differ materially from those currently anticipated or expected. There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
Current wording
There are numerous factors that affect our business and results of operations, many of which are beyond our control. You should carefully read and consider “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our Form 10-K, which contains descriptions of significant risks that might cause our actual results of operations in future periods to differ materially from those currently anticipated or expected. There have been no material changes from the risk factors disclosed in our Form 10-K other than the addition of the text below.
Previous wording
•222 Ordinary Shares were issued to holders of our Tranche 1 Warrants pursuant to exercises of 222 Tranche 1 Warrants; and
Current wording
•44,896 Ordinary Shares were issued to holders of our Tranche 1 Warrants pursuant to exercises of 73,176 Tranche 1 Warrants; and
Previous wording
•68 Ordinary Shares were issued to holders of our Tranche 2 Warrants pursuant to exercises of 68 Tranche 2 Warrants.
Current wording
•36,951 Ordinary Shares were issued to holders of our Tranche 2 Warrants pursuant to exercises of 68,624 Tranche 2 Warrants.
Previous wording
•No Ordinary Shares were issued to holders of our Tranche 3 Warrants pursuant to exercises of 175 Tranche 3 Warrants.
Current wording
•1 Ordinary Share was issued to holders of our Tranche 3 Warrants pursuant to exercises of 116 Tranche 3 Warrants.
Previous wording
Such Ordinary Shares were issued pursuant to the exemptions from the registration requirements of the Securities Act under Section 4(a)(2) under the Securities Act or Section 1145 of the Bankruptcy Code. For more information on the terms of exercise and other features of the warrants, see our Annual Report on Form 10-K for the year ended December 31, 2023.
Current wording
Such Ordinary Shares were issued pursuant to the exemptions from the registration requirements of the Securities Act under Section 4(a)(2) under the Securities Act or Section 1145 of the Bankruptcy Code. For more information on the terms of exercise and other features of the warrants, see our Form 10-K.
Previous wording
Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the three months ended March 31, 2024, no such plans or other arrangements were adopted, terminated or modified.
Current wording
Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
10b5-1 trading arrangement under the Exchange Act. During the three months ended June 30, 2024, no such plans or other arrangements were adopted, terminated or modified.