PACD Pacific Drilling SA

Explanatory Note

This combined filing on Form 8-K is separately filed by Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Noble”), and Noble Finance Company, an exempted company incorporated in the Cayman Islands with limited liability (“Finco”) and a wholly owned subsidiary of Noble. Information in this filing relating to Finco is filed by Noble and separately by Finco on its own behalf. Finco makes no representation as to information relating to Noble (except as it may relate to Finco) or any other affiliate or subsidiary of Noble. This report should be read in its entirety as it pertains to each of Noble and Finco.

As previously disclosed, on November 10, 2021, Noble entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”) with Noble Finco Limited, a private limited company formed under the laws of England and Wales and an indirect, wholly owned subsidiary of Noble (“Topco”), Noble Newco Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of Topco (“Merger Sub”), and The Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”).

Update Regarding Litigation Related to the Merger

As previously disclosed, on November 10, 2021, Noble entered into the Business Combination Agreement, pursuant to which, among other things, (i) Noble will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of Topco, and (ii) (x) Topco will make a voluntary tender exchange offer to Maersk Drilling’s shareholders (the “Offer” and, together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) and (y) upon the consummation of the Offer, if more than 90% of the issued and outstanding Maersk Drilling shares are acquired by Topco, Topco will redeem any Maersk Drilling shares not exchanged in the Offer by Topco for class A ordinary shares, par value $0.00001 per share, of Topco (the “Topco Shares”) or cash under Danish law.

Litigation related to the Business Combination

Four complaints have been filed with respect to the Merger as of April 27, 2022, all in the United States District Court for the Southern District of New York. The complaints are captioned as follows: Phuong Le v. Noble Corporation, Robert W. Eifler, Patrick J. Bartels, Jr., Alan J. Hirshberg, Ann Pickard, Charles Sledge, Melanie M. Trent, Paul Aronzon, Noble Finco Limited, Noble Newco Sub Limited and The Drilling Company of 1972 A/S, No. 1:22-cv-00351 (S.D.N.Y) (“Le”); Ricardo Marini v. Noble Corporation, Charles M. Sledge, Paul Aronzon, Patrick J. Bartels Jr., Robert W. Eifler, Alan J. Hirshberg, Anne D. Pickard, and Melanie M. Trent, No. 1:22-cv-00442 (S.D.N.Y.) (“Marini”); David Elliot v. Noble Corporation, Charles M. Sledge, Paul Aronzon, Patrick J. Bartels Jr., Robert W. Eifler, Alan J. Hirshberg, Ann D. Pickard, and Melanie M. Trent, No. 1:22-cv-03230 (S.D.N.Y) (“Elliot”); and O’Neill v. Noble Corporation, Robert W. Eifler, Paul Aronzon, Patrick J. Bartels, Jr., Alan Hirshberg, Ann D. Pickard, Charles M. Sledge, and Melanie M. Trent, No. 1:22-cv-03432 (S.D.N.Y.) (“O’Neill,” and together with Le, Marini, and Elliot, the “Shareholder Actions”).

The Shareholder Actions were filed by purported Noble shareholders and name Noble and the members of the Noble board of directors as defendants. The Le action also names Topco, Merger Sub and Maersk Drilling as defendants.

The Shareholder Actions generally allege violations of Section 14(a), Rule 14a-9, and Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), premised on a purported failure to disclose material information related to Noble’s and Maersk Drilling’s financial projections, the sales process, and the financial analyses of Noble’s and/or Maersk Drilling’s financial advisors. The Shareholder Actions allege, among other things, that the failure to disclose material information prevents Noble shareholders from making an informed decision to approve the Business Combination. The Shareholder Actions seek injunctive relief enjoining the Merger and damages and costs, among other remedies.

It is possible that additional, similar complaints may be filed or the complaints described herein may be amended. If this occurs, Noble does not necessarily intend to announce the filing of each additional, similar complaint or any amended complaint. Although Noble cannot predict the outcome of or estimate the possible loss or range of loss from these matters, Noble and the Noble board of directors believe that the respective claims asserted against them in the Shareholder Actions are meritless and intend to vigorously defend against them.

Supplemental Proxy Statement Disclosure

Noble does not believe, with respect to the complaints in which Noble is named, that supplemental disclosures are required or necessary under applicable laws. However, in order to minimize the expense of defending the Shareholder Actions, and without admitting any liability or wrongdoing, Noble is electing to make the supplemental disclosures to the proxy statement/prospectus of Topco (the “Proxy Statement/Prospectus”) set forth below under “Supplement to Proxy Statement/Prospectus” in response to the Shareholder Actions and solely for the purpose of mooting the allegations contained therein. Noble denies the allegations of each of the four complaints, and denies any violation of law. Noble believes that the Proxy Statement/Prospectus disclosed all material information required to be disclosed therein, and denies that the supplemental disclosures are material or are otherwise required to be disclosed. Noble is disclosing this information solely to eliminate the burden and expense of litigation. Nothing in the supplemental disclosures should be deemed an admission of the legal necessity or materiality of any supplemental disclosures under applicable laws.

Update Regarding Merger Control Process

On April 29, 2022, Noble provided an update on the merger control process for obtaining clearance in the UK for the previously announced business combination with Maersk Drilling. The process remains ongoing following the UK Competition and Markets Authority’s (“UK CMA”) Phase 1 decision on April 22, 2022 pursuant to which the UK CMA stated that the transaction gives rise to a realistic prospect of a substantial lessening of competition and that a remedy to address such effect would be required to avoid a reference to a Phase 2 review. As a result, Noble and possibly Maersk Drilling plan to offer to divest certain jackup rigs currently located in the North Sea (the “Remedy Rigs”) to seek to obtain conditional antitrust clearance from the UK CMA in Phase 1 of the merger control process. The Remedy Rigs will comprise the Noble Hans Deul, Noble Sam Hartley, Noble Sam Turner, Noble Houston Colbert, and either the Maersk Innovator or the Noble Lloyd Noble, both of which are a CJ-70 design. Noble expects there to be clarity on which of the CJ-70 rigs will be included in the Remedy Rigs in the coming weeks. On this basis, Noble is examining different options to divest the Remedy Rigs. The duration and outcome of the UK CMA review process remains uncertain. If Noble is able to obtain a conditional Phase 1 antitrust clearance from the UK CMA, the closing of the business combination is expected to occur in mid-2022.

SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS

This supplemental information should be read in conjunction with the Proxy Statement/Prospectus, which should be read in its entirety. Page references in the below disclosures are to the pages in the Proxy Statement/Prospectus, and defined terms used but not defined herein have the meanings set forth in the Proxy Statement/Prospectus. New text is underlined and bolded, and deleted text is stricken through.

The disclosure on page 99 of the Proxy Statement/Prospectus below the subheading “Ducera’s Financial Analysis of Noble – Publicly Traded Company Valuation Analysis” is amended by revising step 5 and the subsequent paragraph as shown below:

Based on the foregoing, Ducera, in its professional judgment, selected a range of $102 million to $160 million implied value per 7G equivalent unit on a backlog adjusted basis Implied TEV/Unit and applied this range to Noble’s 7G equivalent rigs. Ducera then (i) added the estimated value of Noble’s remaining value of firm contract backlog as of September 30, 2021 of $230 million (as per the methodology described in (2) above) and the sale proceeds received from Noble’s recent transaction with ADES International Holding of $279 million (including adjustments for fees as provided by Noble), and (ii) subtracted Noble’s net debt as of September 30, 2021 of $294 million and dilution from warrants (utilizing values implied by the Black Scholes model). This analysis implied a common equity value ranging from $1.465 to $2.120 billion and a value per share ranging from $21.98 to $31.82.

The third sentence and subsequent text of the first full paragraph on page 100 of the Proxy Statement/Prospectus (such paragraph beginning with “For purposes of its useful life discounted cash flow analysis . . .”) is revised as follows:

These values were then discounted to present values as of September 30, 2021 at discount rates ranging from 9.5% to 11.5%, which discount rates were selected by Ducera in its professional judgment based upon an analysis of Noble’s estimated weighted average cost of capital of 10.3%. This analysis implied an enterprise value ranging from $2.305 to $2.615 billion for Case A and an enterprise value ranging from $2.347 to $2.666 billion for Case B. Ducera then deducted (i) net debt as of September 30, 2021 of $294 million and (ii) dilution from warrants (utilizing values implied by the Black Scholes model). Collectively, this analysis implied a common equity value ranging from $1.783 to $2.034 billion and a value per share ranging from $26.76 to $30.52 for Case A and a common equity value ranging from $1.818 to $2.075 billion and a value per share ranging from $27.28 to $31.14 for Case B.

The second sentence and subsequent text of the third full paragraph on page 100 of the Proxy Statement/Prospectus (such paragraph beginning with “For purposes of its 5-year discounted cash flow analysis . . .”) is revised as follows:

Utilizing the Projections, Ducera calculated the net present value of projected unlevered free cash flows for the fourth quarter of Noble’s fiscal year 2021 through Noble’s fiscal year 2026 and calculated terminal values based on an exit adjusted EBITDA multiple ranging from 5.0x to 7.0x, which were selected by Ducera in its professional judgment. These values were then discounted to present values as of September 30, 2021 at discount rates ranging from 9.5% to 11.5%, which discount rates were selected by Ducera in its professional judgment based upon an analysis of Noble’s estimated weighted average cost of capital of 10.3%. This analysis implied an enterprise value ranging from $2.484 to $3.229 billion for Case A and an enterprise value ranging from $2.516 to $3.275 billion for Case B. Ducera then deducted (i) Noble’s net debt as of September 30, 2021 of $294 million and (ii) dilution from warrants (utilizing values implied by the Black Scholes model).

The disclosure on page 101 of the Proxy Statement/Prospectus below the subheading “Ducera’s Financial Analysis of Maersk Drilling – Publicly Traded Company Valuation Analysis” is amended by revising step 5 and the subsequent paragraph as shown below:

Based on the foregoing, Ducera, in its professional judgment, selected a range of $102 million to $160 million implied value per 7G equivalent unit on a backlog adjusted basis Implied TEV/Unit and applied this range to Maersk Drilling’s 7G equivalent rigs. Ducera then (i) added the estimated value of Maersk Drilling’s remaining value of firm contract backlog as of September 30, 2021 of $157 million (as per the methodology described in (2) above) and the sale proceeds received from Maersk Drilling’s recent transaction with Havila Sirius of $343 million, and (ii) subtracted Maersk Drilling’s net debt as of September 30, 2021 of $962 million (including lease liabilities). This analysis implied a common equity value ranging from $1.351 to $2.388 billion and a value per share ranging from $32.71 to $57.83.

The third sentence and subsequent text of the last paragraph on page 101 of the Proxy Statement/Prospectus (such paragraph beginning with “For purposes of its useful life discounted cash flow analysis . . .”) is revised as follows:

These values were then discounted to present values as of September 30, 2021 at discount rates ranging from 9.5% to 11.5%, which discount rates were selected by Ducera in its professional judgment based upon an analysis of Maersk Drilling’s estimated weighted average cost of capital of 10.4%. This analysis implied an enterprise value ranging from $2.456 to $2.811 billion for Case A and an enterprise value ranging from $2.794 to $3.214 billion for Case B. Ducera then deducted net debt as of September 30, 2021 of $962 million (including lease liabilities). Collectively, this analysis implied a common equity value ranging from $1.494 to $1.849 billion and a value per share ranging from $36.19 to $44.77 for Case A and a common equity value ranging from $1.832 to $2.252 billion and a value per share ranging from $44.36 to $54.54 for Case B.

The second sentence and subsequent text of the second full paragraph on page 102 of the Proxy Statement/Prospectus (such paragraph beginning with “For purposes of its 5-year discounted cash flow analysis . . .”) is revised as follows:

Utilizing the Projections, Ducera calculated the net present value of projected unlevered free cash flows for the fourth quarter of Maersk Drilling’s fiscal year 2021 through Maersk Drilling’s fiscal year 2026 and calculated terminal values based on an exit adjusted EBITDA multiple ranging from 5.0x to 7.0x, which were selected by Ducera in its professional judgment. These values were then discounted to present values as of September 30, 2021 at discount rates ranging from 9.5% to 11.5%, which discount rates were selected by Ducera in its professional judgment based upon an analysis of Maersk Drilling’s estimated weighted average cost of capital of 10.4%. This analysis implied an enterprise value ranging from $2.612 to $3.471 billion for Case A and an enterprise value ranging from $2.884 to $3.847 billion for Case B. Ducera then deducted Maersk Drilling’s net debt as of September 30, 2021 of $962 million (including lease liabilities).