NOBLE PREPARES ITS MERGER WITH MAERSK DRILLING AND SELLS FIVE JACKUPS

June 24, 2022

Noble Corporation has entered into an asset purchase agreement to sell five jackup rigs for $375 million to a newly formed subsidiary of Shelf Drilling, Ltd. 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 Maersk Drilling announced on 10 November 2021.
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 Remedy Rig Sale is expected to close promptly following closing of the Business Combination (and following receipt of CMA approval).
On 9 May 2022 the CMA published its decision that there are reasonable grounds for believing that a sale to a suitable purchaser of the Remedy Rigs together with sufficient supporting infrastructure (the “Remedy Proposal”) might be accepted by the CMA to address its concerns related to lessening of competition created by the Business Combination. The duration and outcome of the CMA review process remains uncertain. If the Buyer, Remedy Rig Sale Agreement and the Remedy Proposal are accepted by the CMA, closing of the Business Combination is expected to occur near the end of the third quarter of 2022.
In connection with the Business Combination, Noble currently expects to launch the planned exchange offer for shares of Maersk Drilling in August 2022.
Rigs specifications and status:
• Noble Hans Deul, a 400 ft JU-2000 E unit was built by CSIC in Dalian, China in 2008. Currently operational in UK
• Noble Sam Hartley, a 400 ft JU-3000 U unit was built by Sembcorp at Jurong Shipyard, Singapore, in 2014. Currently operational in UK
• Noble Sam Turner, a 400 ft JU-3000 N unit was built by Sembcorp at Jurong Shipyard, Singapore, in 2014. Currently operational in Denmark
• Noble Houston Colbert, a 400 ft JU-3000 N unit was built by Sembcorp at Jurong Shipyard, Singapore, in 2014. Currently operational in Qatar
• Noble Lloyd Noble, a 492 ft CJ70 CAT-J unit was built by Sembcorp at Jurong Shipyard, Singapore, in 2014. Currently operational in Norway
(Source and image: Noble Corporation/Infield – Image: Jackup Noble Houston Colbert offshore Patagonia)