Noble Corporation’s Divestment of Remedy Rigs

In UK Baker Botts LLP, advised on the matter.

Baker Botts LLP advised Noble Corporation with a team including Sian Williams (Picture – Corporate M&A).

Noble Corporation (NYSE: NE, “Noble”, or the “Company”) announced that it has entered into an asset purchase agreement to sell five jackup rigs for $375 million to a newly formed subsidiary (“Buyer”) of Shelf Drilling, Ltd. (“Shelf Drilling”) whose obligations under the asset purchase agreement will be guaranteed by Shelf Drilling (the “Remedy Rig Sale Agreement”). The sale, which is subject to approval of the UK Competition and Markets Authority (“CMA”), is intended to address the potential concerns identified by the CMA in the Phase I review of the proposed business combination between Noble and The Drilling Company of 1972 A/S (“Maersk Drilling”) announced on 10 November 2021 (the “Business Combination”).

The Remedy Rig Sale Agreement includes the rigs Noble Hans Deul, Noble Sam Hartley, Noble Sam Turner, Noble Houston Colbert, and Noble Lloyd Noble (the “Remedy Rigs”) and all related support and infrastructure. Associated offshore and onshore staff are expected to transfer with the Remedy Rigs. Following the sale, Noble expects to continue to perform the current drilling program for the Noble Lloyd Noble under a bareboat charter arrangement with Shelf Drilling until the second quarter of 2023 when the primary term of its current drilling contract is expected to end. The charter arrangement would pass the economic benefit of the drilling contract to Shelf Drilling. Drilling contracts for other Remedy Rigs are expected to be novated to the Buyer, subject to the clients’ consent. Noble will provide certain customary transition support services to the Buyer for a limited period of time. The Buyer is expected to finance the acquisition through equity and debt financings by the Buyer and Shelf Drilling, but the purchase is not conditioned on such financing.

The Baker Botts team included: Sian Williams (Partner, London, Picture), David Emmons (Partner, Dallas), Jennifer O’Donoghue (Associate, London), Sheena McCaffrey (Special Counsel, London), Derek Green (Partner, Houston) and Graham Brough (Special Counsel, London).

Involved fees earner: Graham Brough – Baker Botts LLP; David Emmons – Baker Botts LLP; Derek Green – Baker Botts LLP; Sheena McCaffrey – Baker Botts LLP; Jennifer O’Donoghue – Baker Botts LLP; Sian Williams – Baker Botts LLP;

Law Firms: Baker Botts LLP;

Clients: Noble Corporation;

Author: Giulia Di Palma