UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note
As previously disclosed in the Current Report on Form 8-K filed by Noble Corporation plc (the “Company”) on October 3, 2022 (the “Initial Form 8-K”), 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”), were consummated on October 3, 2022. 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.
On October 19, 2022, the Company amended the Initial Form 8-K to include the financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b).
| Item 8.01 | Other Events. |
Financial Information
This Current Report on Form 8-K includes the following additional financial information:
| • | the unaudited interim consolidated financial statements of Maersk Drilling as of and for the nine months ended September 30, 2022 and 2021; and |
| • | the unaudited pro forma condensed combined statement of operations of the Company for the year ended December 31, 2022, prepared to give effect to the Merger as if it had been consummated on January 1, 2022, and the notes related thereto. |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| EXHIBIT |
DESCRIPTION | |||
| 99.1 | — | Unaudited interim consolidated financial statements of Maersk Drilling as of and for the nine months ended September 30, 2022 and 2021. | ||
| 99.2 | — | Unaudited pro forma condensed combined financial information of the Company for the year ended December 31, 2022 and the notes related thereto. | ||
| 104 | — | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NOBLE CORPORATION plc | ||||||
| Date: March 16, 2023 | By: | /s/ William E. Turcotte | ||||
| William E. Turcotte | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||