Attached files
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EX-99.1 - EX-99.1 - Noble Finance Co | h79316exv99w1.htm |
8-K - FORM 8-K - Noble Finance Co | h79316e8vk.htm |
Exhibit 99.2
NOBLE CORPORATION
UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENT OF OPERATIONS
UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENT OF OPERATIONS
The following unaudited pro forma condensed combined statement of operations and related notes
give effect to the acquisition by Noble Corporation, a Swiss corporation (Noble-Swiss), of all of
the issued and outstanding equity interests of FDR Holdings Limited, a Cayman Islands company
(Frontier). On July 28, 2010, Noble-Swiss and Noble AM Merger Co., a Cayman Islands company and
indirect wholly owned subsidiary of Noble-Swiss (Merger Sub), completed the acquisition of
Frontier. Under the terms of the Agreement and Plan of Merger with Frontier and certain of
Frontiers shareholders, Merger Sub merged with and into Frontier, with Frontier surviving as an
indirect wholly owned subsidiary of Noble-Swiss and a wholly owned subsidiary of Noble-Cayman. The
Frontier acquisition was completed in order to strategically expand and enhance our global fleet.
The Frontier acquisition added three dynamically positioned drillships (including two Bully-class
joint venture-owned drillships under construction), two conventionally moored drillships, including
one which is Arctic-class, a conventionally moored deepwater semisubmersible drilling rig and one
dynamically positioned floating production, storage and offloading vessel (FPSO) to our fleet.
The purchase price was $1.7 billion in cash plus liabilities assumed. We funded the cash
consideration paid at closing using proceeds from our July 2010 offering of senior notes and
existing cash on hand.
The following unaudited pro forma condensed combined statement of operations sets forth: (i)
the historical information of Noble-Swiss and Noble-Cayman for the nine months ended September 30,
2010, which includes Frontier results for the period from July 28, 2010 to September 30, 2010, (ii)
the historical information of Frontier for the period from January 1, 2010 to July 28, 2010 and
(iii) pro forma adjustments assuming the Frontier acquisition had occurred on January 1, 2009.
The unaudited pro forma combined financial information should be read in conjunction with, and
are qualified in their entirety by, the notes thereto and with the historical annual and quarterly
consolidated financial statements of Noble-Swiss, Noble-Cayman and Frontier, including the
respective notes thereto. The unaudited pro forma condensed combined financial statement gives
effect to the merger under the acquisition method of accounting. In the opinion of Noble-Swiss
management, all significant adjustments necessary to reflect the effects of the merger and related
transactions and financing have been made. Those adjustments were based on certain estimates and
currently available information. Such adjustments could change as additional information becomes
available, as estimates are refined or as additional events occur. However, management does not
expect any changes in the purchase price or the allocation of such purchase price to be
significant.
The unaudited pro forma condensed combined statement of operations is presented for
comparative purposes only and is not necessarily indicative of what the actual combined results of
operations of Noble-Swiss, Noble-Cayman and Frontier would have been for the period presented, nor
does it purport to represent the future results of operations of Noble-Swiss, Noble-Cayman and
Frontier.
Noble Corporation (Noble-Swiss)
Unaudited Pro Forma Condensed Combined Statement of Operations
For the nine months ended September 30, 2010
(in thousands)
Unaudited Pro Forma Condensed Combined Statement of Operations
For the nine months ended September 30, 2010
(in thousands)
Pro Forma | Pro Forma | |||||||||||||||||||
Noble | Frontier | Adjustments | Combined | |||||||||||||||||
Operating revenues |
||||||||||||||||||||
Contract drilling services |
$ | 2,081,075 | $ | 176,457 | $ | (6,324 | ) | (a | ) | $ | 2,251,208 | |||||||||
Reimbursables |
57,163 | 8,130 | | 65,293 | ||||||||||||||||
Labor contract drilling services |
23,704 | | | 23,704 | ||||||||||||||||
Other |
1,449 | | | 1,449 | ||||||||||||||||
2,163,391 | 184,587 | (6,324 | ) | 2,341,654 | ||||||||||||||||
Operating expenses |
||||||||||||||||||||
Contract drilling services |
845,870 | 108,583 | | 954,453 | ||||||||||||||||
Reimbursables |
44,459 | 7,389 | | 51,848 | ||||||||||||||||
Labor contract drilling services |
16,570 | | | 16,570 | ||||||||||||||||
Depreciation & amortization |
385,366 | 41,957 | 31,751 | (a | ) | 459,074 | ||||||||||||||
General & administrative |
71,261 | 76,864 | (40,228 | ) | (b | ) | 107,897 | |||||||||||||
1,363,526 | 234,793 | (8,477 | ) | 1,589,842 | ||||||||||||||||
Operating Income |
799,865 | (50,206 | ) | 2,153 | 751,812 | |||||||||||||||
Other income (expense) |
||||||||||||||||||||
Interest expense |
(5,119 | ) | (92,055 | ) | 68,464 | (c | ) | (28,710 | ) | |||||||||||
Preferred dividends |
| (37,660 | ) | 37,660 | (c | ) | | |||||||||||||
Interest income and other, net |
7,193 | (6,608 | ) | | 585 | |||||||||||||||
Income before income taxes |
801,939 | (186,529 | ) | 108,277 | 723,687 | |||||||||||||||
Income tax provision |
(126,801 | ) | 4,785 | (17,121 | ) | (d | ) | (139,137 | ) | |||||||||||
Net income (loss) |
675,138 | (181,744 | ) | 91,156 | 584,550 | |||||||||||||||
Loss attributable to non-controlling interests |
(467 | ) | 10,201 | | 9,734 | |||||||||||||||
Net income (loss) to controlling interests |
$ | 674,671 | $ | (171,543 | ) | $ | 91,156 | $ | 594,284 | |||||||||||
Earnings per share |
||||||||||||||||||||
Basic |
$ | 2.63 | $ | 2.32 | ||||||||||||||||
Diluted |
$ | 2.62 | $ | 2.31 | ||||||||||||||||
Weighted average shares outstanding |
||||||||||||||||||||
Basic |
253,944 | 253,944 | ||||||||||||||||||
Diluted |
254,799 | 254,799 |
See Notes to Unaudited Pro Forma Condensed Combined Statement of Operations
Noble Corporation (Noble-Cayman)
Unaudited Pro Forma Condensed Combined Statement of Operations
For the nine months ended September 30, 2010
Unaudited Pro Forma Condensed Combined Statement of Operations
For the nine months ended September 30, 2010
(in thousands)
Pro Forma | Pro Forma | |||||||||||||||||||
Noble | Frontier | Adjustments | Combined | |||||||||||||||||
Operating revenues |
||||||||||||||||||||
Contract drilling services |
$ | 2,081,075 | $ | 176,457 | $ | (6,324 | ) | (a | ) | $ | 2,251,208 | |||||||||
Reimbursables |
57,163 | 8,130 | | 65,293 | ||||||||||||||||
Labor contract drilling services |
23,704 | | | 23,704 | ||||||||||||||||
Other |
1,449 | | | 1,449 | ||||||||||||||||
2,163,391 | 184,587 | (6,324 | ) | 2,341,654 | ||||||||||||||||
Operating expenses |
||||||||||||||||||||
Contract drilling services |
839,652 | 108,583 | | 948,235 | ||||||||||||||||
Reimbursables |
44,459 | 7,389 | | 51,848 | ||||||||||||||||
Labor contract drilling services |
16,570 | | | 16,570 | ||||||||||||||||
Depreciation & amortization |
384,775 | 41,957 | 31,751 | (a | ) | 458,483 | ||||||||||||||
General & administrative |
48,137 | 76,864 | (40,228 | ) | (b | ) | 84,773 | |||||||||||||
1,333,593 | 234,793 | (8,477 | ) | 1,559,909 | ||||||||||||||||
Operating Income |
829,798 | (50,206 | ) | 2,153 | 781,745 | |||||||||||||||
Other income (expense) |
||||||||||||||||||||
Interest expense |
(5,122 | ) | (92,055 | ) | 68,464 | (c | ) | (28,713 | ) | |||||||||||
Preferred dividends |
| (37,660 | ) | 37,660 | (c | ) | | |||||||||||||
Interest income and other, net |
6,320 | (6,608 | ) | | (288 | ) | ||||||||||||||
Income before income taxes |
830,996 | (186,529 | ) | 108,277 | 752,744 | |||||||||||||||
Income tax provision |
(124,340 | ) | 4,785 | (16,201 | ) | (d | ) | (135,756 | ) | |||||||||||
Net income (loss) |
706,656 | (181,744 | ) | 92,076 | 616,988 | |||||||||||||||
Loss attributable to non-controlling interests |
(467 | ) | 10,201 | | 9,734 | |||||||||||||||
Net income (loss) to controlling interests |
$ | 706,189 | $ | (171,543 | ) | $ | 92,076 | $ | 626,722 | |||||||||||
See Notes to Unaudited Pro Forma Condensed Combined Statement of Operations
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
1. Basis of Presentation
The unaudited pro forma condensed combined consolidated financial statements were prepared in
accordance with Securities and Exchange Commission Regulation S-X Article 11, using the acquisition
method of accounting, and are based on the historical financial statements of Noble-Swiss,
Noble-Cayman and Frontier after giving effect to the cash paid by Noble to consummate the Merger
and related transactions and financing, as well as pro forma adjustments.
Accounting Standards Codification (ASC) 805, Business Combinations, requires, among other
things, that most assets acquired and liabilities assumed be recognized at their fair values, as
determined in accordance with ASC 820, Fair Value Measurements, as of the acquisition date.
ASC 820, as amended, defines the term fair value and sets forth the valuation requirements
for any asset or liability measured at fair value, expands related disclosure requirements and
specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the
fair value measures. Fair value is defined in ASC 820, as amended, as the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. This is an exit price concept for the valuation of the asset
or liability. In addition, market participants are assumed to be buyers and sellers in the
principal (or the most advantageous) market for the asset or liability. Fair value measurements for
an asset assume the highest and best use by these market participants. Many of these fair value
measurements can be highly subjective, and it is also possible that other professionals, applying
reasonable judgment to the same facts and circumstances, could develop and support a range of
alternative estimated amounts.
Under the acquisition method of accounting, the assets acquired and liabilities assumed were
recorded as of the acquisition date at their respective fair values and added to those of
Noble-Swiss and Noble-Cayman. Financial statements and reported results of operations of
Noble-Swiss and Noble-Cayman issued after completion of the acquisition reflect these values, but
are not retroactively restated to reflect the historical financial position or results of
operations of Frontier.
The unaudited pro forma condensed combined consolidated statements of operations for the nine
months ended September 30, 2010 is presented as if the Merger had occurred on January 1, 2009.
Under ASC 805, acquisition-related transaction costs (i.e., advisory, legal, valuation, other
professional fees) and certain acquisition-related restructuring charges impacting the target
company are expensed in the period in which the costs are incurred. Total advisory, legal,
regulatory, and valuation costs incurred by Noble-Swiss were approximately $19 million for the nine
months ended September 30, 2010.
2. Accounting Policies
The unaudited pro forma financial information has been compiled in a manner consistent with
the accounting policies adopted by Noble-Swiss and Noble-Cayman.
3. Purchase Price Allocation
The following table summarizes our preliminary allocation of the purchase price to the
estimated fair values of the assets acquired and liabilities assumed on the acquisition date of
July 28, 2010 (in thousands):
Fair value | ||||
ASSETS |
||||
Cash and cash equivalents |
$ | 77,375 | ||
Accounts receivable, net of $2,111 reserve |
51,541 | |||
Other current assets |
11,296 | |||
Other assets |
11,469 | |||
Drilling equipment |
2,527,148 | |||
Value of in-place contracts |
77,260 | |||
Total assets acquired |
$ | 2,756,089 | ||
LIABILITIES |
||||
Accounts payable |
$ | 81,767 | ||
Other current liabilities |
32,860 | |||
Consolidated joint ventures notes payable |
688,748 | |||
Other liabilities |
36,824 | |||
Non-controlling interests |
124,628 | |||
Value of in-place contracts |
84,243 | |||
Total liabilities assumed |
1,049,070 | |||
Cash consideration paid |
$ | 1,707,019 | ||
4. Pro Forma Adjustments
The pro forma adjustments included in the unaudited pro forma condensed combined consolidated
statements of operations are as follows:
Description
(a) | Represents an adjustment to revenue for the amortization of the fair value of in-place contracts over the life of the contracts, which range from one to six years, and additional depreciation expense on the estimated fair value of Frontier drilling equipment at acquisition using an estimated average remaining useful life of 20 years. | ||
(b) | Reflects payments made to certain Frontier employees that became payable at the time the acquisition was consummated. These are non-recurring, direct incremental costs of the acquisition and have been excluded from the pro forma statement of operations. | ||
(c) | Represents elimination of interest expense, net of capitalized interest, and deferred financing costs on debt repaid by Frontier in connection with the acquisition and dividends on preferred shares. Also includes estimated interest expense of $24 million, net of capitalized interest of $13 million for the nine months ended September 30, 2010, on new long-term unsecured borrowings of $1.25 billion at an average effective interest rate of 4.99%. | ||
(d) | Includes adjustment of income taxes for the items described in notes (a), (b) and (c), above, using Nobles average income tax rate for the period presented. Due to the multiple jurisdictions in which Noble operates, the effective tax rate was used to calculate income taxes instead of the statutory rate in effect. |
5. Unaudited Pro Forma Combined Earnings per Share
The following table sets forth the computation of unaudited pro forma combined basic and
diluted net income per share for Noble-Swiss (in thousands, except
per share amounts).
Nine Months | ||||
Ended | ||||
September 30, | ||||
2010 | ||||
Allocation of net income |
||||
Basic |
||||
Unaudited pro forma combined net income |
$ | 594,284 | ||
Earnings allocated to unvested share-based payment awards |
(5,652 | ) | ||
Unaudited pro forma net income to common shareholders basic |
$ | 588,632 | ||
Diluted |
||||
Unaudited pro forma combined net income |
$ | 594,284 | ||
Earnings allocated to unvested share-based payment awards |
(5,632 | ) | ||
Unaudited pro forma net income to common shareholders diluted |
$ | 588,652 | ||
Weighted average shares outstanding basic |
253,944 | |||
Incremental shares issuable from assumed exercise of stock options |
855 | |||
Weighted average shares outstanding diluted |
254,799 | |||
Unaudited pro forma combined earnings per share |
||||
Basic |
$ | 2.32 | ||
Diluted |
$ | 2.31 |