Noble Corporation entered into a definitive merger agreement to acquire Pacific Drilling S.A. for $0.83 million on March 25, 2021. The consideration was in an all-stock transaction. As part of the transaction, Pacific Drilling's equity holders will receive 16.6 million shares of Noble, or approximately 24.9% of the outstanding shares of Noble at closing. Pacific Drilling will be acquired on a debt free basis and with approximately $30 million of anticipated cash and cash equivalents, after adjusting for certain anticipated transaction related expenses. No changes to Noble's Board of Directors or executive management team are anticipated as a result of the acquisition. Noble will continue to have its principal executive offices in Sugar Land, Texas. The definitive merger agreement was unanimously approved and adopted by the Board of Directors of both Noble Corporation and Pacific Drilling S.A. The transaction has also been approved by a majority of Pacific Drilling's equity holders, and no shareholder vote is required for Noble to close the transaction. The transaction is subject to customary closing conditions and is expected to be completed in April 2021. Ducera Partners LLC and DNB Markets, a part of DNB Bank ASA, are acting as financial advisors, and Sean Thomas Wheeler, Debbie P. Yee, Doug E. Bacon, Cephas Sekhar, Rob Fowler and Stephanie Jeane of Kirkland & Ellis LLP is acting as legal advisors to Noble. Houlihan Lokey Capital, Inc. is acting as financial advisor and Dan Fisher, Iain Wood, Evan Goodman and James Savin of Akin Gump Strauss Hauer & Feld LLP is acting as legal advisor to Pacific Drilling. Ducera Partners LLC and Houlihan Lokey Capital, Inc. acted as fairness opinion providers to Noble Corporation and Pacific Drilling S.A. Spencer Klein of Morrison & Foerster LLP acted as legal advisors to Ducera Partners LLC, who acted as financial advisor to Noble Corporation.

Noble Corporation completed the acquisition of Pacific Drilling S.A. on April 15, 2021.