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Business Combinations | 12 Months Ended
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Dec. 31, 2019
Business Combinations |
Business Combinations | Note 4—Business Combinations Overview During the year ended December 31, 2018, we completed the acquisitions of Songa Offshore SE (“Songa”), a European public company limited by shares, or societas Europaea, existing under the laws of Cyprus, and Ocean Rig UDW Inc. (“Ocean Rig”), a Cayman Islands exempted company with limited liability. On January 30, 2018, we acquired an approximate 97.7 percent ownership interest in Songa. On December 5, 2018, we acquired Ocean Rig in a merger transaction. We believe both acquisitions further strengthen our position as a leader in providing ultra-deepwater and harsh environment drilling services by adding additional high-value assets, and the Songa acquisition, supported by significant contract backlog, also strengthens our footprint in harsh environment operating areas. In the years ended December 31, 2018 and 2017, in connection with our acquisitions, we incurred acquisition costs of $24 million and $4 million, respectively, recorded in general and administrative costs and expenses. We included the operating results of Songa and Ocean Rig in our consolidated results of operations, commencing on the acquisition date, January 30, 2018 and December 5, 2018, respectively. In the year ended December 31, 2018, our consolidated statement of operations includes revenues of $497 million and net income of $87 million associated with the operations of Songa and revenues of $15 million and net loss of $8 million associated with the operations of Ocean Rig. Pro forma combined operating results, assuming the acquisitions were completed as of January 1, 2017, were as follows (in millions, except per share data): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Years ended December 31, | ​
​ |  | 2018 |  | 2017 |
Contract drilling revenues |  | $ | 3,373 | ​ | $ | 4,386 | ​
Net loss | ​ | ​ | (2,124) | ​ | ​ | (3,174) | ​
Per share loss - basic and diluted | ​ | ​ | (3.47) | ​ | ​ | (5.29) | ​
​ Ocean Rig UDW Inc. Consideration—To complete the acquisition, we issued 147.7 million shares with a per share market value of $9.32, based on the market value of our shares on the acquisition date, and made an aggregate cash payment of $1.2 billion. The aggregate fair value of the consideration transferred in the business combination was as follows (in millions): ​
​ | ​ | ​ | ​ | ​
​ |  | Total |
Consideration transferred | ​ | ​ | ​ | ​
Aggregate fair value of shares issued as partial consideration for Ocean Rig shares | ​ | $ | 1,377 | ​
Aggregate cash paid as partial consideration for Ocean Rig shares |  | ​ | 1,168 | ​
Total consideration transferred in business combination | ​ | $ | 2,545 | ​
​ Assets and liabilities—The fair values of assets acquired and liabilities assumed, measured as of December 5, 2018, were as follows (in millions): ​
​ | ​ | ​ | ​ | ​
​ |  | Total |
Assets acquired | ​ | ​ | ​ | ​
Cash and cash equivalents |  | $ | 152 | ​
Accounts receivable | ​ | ​ | 76 | ​
Property and equipment | ​ | ​ | 2,205 | ​
Drilling contract intangible assets | ​ | ​ | 275 | ​
Other assets | ​ | ​ | 115 | ​
​ | ​ | ​ | ​ | ​
Liabilities assumed | ​ | ​ | ​ | ​
Accounts payable and other current liabilities | ​ | ​ | 71 | ​
Construction contract intangible liabilities | ​ | ​ | 132 | ​
Other long-term liabilities | ​ | ​ | 54 | ​
Net assets acquired | ​ | $ | 2,566 | ​
​ In the year ended December 31, 2019, we completed our estimates of the fair values of the assets and liabilities. In the years ended December 31, 2019 and 2018, we recognized a gain of $11 million and $10 million, respectively, recorded in other, net, for a cumulative gain of $21 million associated with the bargain purchase, primarily due to the decline in the market value of our shares between the announcement date and the closing date. We estimated the fair value of the rigs and related equipment by applying a combination of income and market approaches, using projected discounted cash flows and estimates of the exchange price that would be received for the assets in the principal or most advantageous markets for the assets in an orderly transaction between participants as of the acquisition date. We estimated the fair value of the drilling contracts by comparing the contractual dayrates over the remaining firm contract term and option periods relative to the projected market dayrates as of the acquisition date. We estimated the fair value of the construction contracts by comparing the contractual future payments and terms relative to the market payments and terms as of the acquisition date. Our estimates of fair value for the drilling units and contract intangibles required us to use significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions related to the future performance of the assets, such as future commodity prices, projected demand for our services, rig availability, rig utilization, dayrates, remaining useful lives of the rigs and discount rates. Songa Offshore SE Consideration—To complete the acquisition, we issued 66.9 million shares with a per share market value of $10.99, based on the market value of our shares on the acquisition date. We also issued $854 million aggregate principal amount of 0.50% exchangeable senior bonds due January 30, 2023 (the “Exchangeable Bonds”), comprised of $562 million aggregate principal amount as partial consideration to Songa shareholders and $292 million aggregate principal amount as settlement for certain Songa indebtedness. The aggregate fair value of the consideration transferred in the business combination was as follows (in millions): ​
​ | ​ | ​ | ​
​ |  | Total
Consideration transferred | ​ | ​ | ​
Aggregate fair value of shares issued as partial consideration for Songa shares |  | $ | 735
Aggregate fair value of Exchangeable Bonds issued as partial consideration for Songa shares | ​ | ​ | 675
Consideration transferred to Songa shareholders | ​ | ​ | 1,410
​ | ​ | ​ | ​
Aggregate fair value of Exchangeable Bonds issued for settlement of certain Songa indebtedness | ​ | ​ | 351
Total consideration transferred in business combination | ​ | $ | 1,761
​ Assets and liabilities—The fair values of assets acquired, liabilities assumed and noncontrolling interest, measured as of January 30, 2018, were as follows (in millions): ​
​ | ​ | ​ | ​
​ |  | Total
Assets acquired | ​ | ​ | ​
Cash and cash equivalents |  | $ | 113
Accounts receivable | ​ | ​ | 115
Other current assets | ​ | ​ | 80
Property and equipment | ​ | ​ | 2,414
Goodwill | ​ | ​ | 462
Contract intangible assets | ​ | ​ | 632
​ | ​ | ​ | ​
Liabilities assumed | ​ | ​ | ​
Accounts payable and other current liabilities | ​ | ​ | 178
Debt | ​ | ​ | 1,768
Other long-term liabilities | ​ | ​ | 76
Net assets acquired | ​ | ​ | 1,794
​ | ​ | ​ | ​
Noncontrolling interest in business combination | ​ | ​ | 33
Controlling interest acquired in business combination | ​ | $ | 1,761
​ In the year ended December 31, 2018, we completed our estimates of the fair values of the assets and liabilities. We estimated the fair value of the rigs and related equipment by applying a combination of income and market approaches, using projected discounted cash flows and estimates of the exchange price that would be received for the assets in the principal or most advantageous markets for the assets in an orderly transaction between participants as of the acquisition date. We estimated the fair value of the drilling contracts by comparing the contractual dayrates over the remaining firm contract term and option periods relative to the projected market dayrates as of the acquisition date. The goodwill resulting from the business combination was attributed to synergies and intangible assets that did not qualify for separate recognition. Our estimates of fair value for these assets required us to use significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions related to the future performance of the assets, such as future commodity prices, projected demand for our services, rig availability, dayrates and discount rates. We estimated the fair value of the debt using significant other observable inputs, representative of a Level 2 fair value measurement, including the terms and credit spreads for the instruments. Noncontrolling interest—On March 28, 2018, we acquired the remaining Songa shares not owned by us through a compulsory acquisition under Cyprus law, and as a result, Songa became our wholly owned subsidiary. As consideration for the remaining Songa shares, we issued 1.1 million shares and $9 million aggregate principal amount of Exchangeable Bonds and we made an aggregate cash payment of $8 million to Songa shareholders who elected to receive a cash payment or failed to make an election, for an aggregate fair value of $30 million.

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