Vitol Holding B.V. entered into a stock purchase agreement to acquire Noble Americas Corporation (“NAC”) from Noble Group Limited (SGX:CGP) on October 19, 2017. Under the terms of consideration, Vitol shall pay a base consideration (calculated on the basis of certain assets and business contracts of NAC), plus net working capital of NAC, minus certain indebtedness of NAC as on closing date, minus $15 million for Vitol’s escrow account as security for losses from certain of NAC’s oil storage contracts (“Tank Escrow Amount”), minus $121 million for Vitol’s escrow account as security for the obligations of Noble Group Limited (“General Escrow Amount”), minus $38 million delivered by Vitol into an escrow account as security for satisfying indemnity claims in respect of certain regulatory matters (“Specified Matters Escrow Amount”) minus $4 million to be paid by Noble Group to Vitol as a contribution towards the costs of certain insurance policies to be passed to Vitol in respect of the agreement. The above mentioned base consideration is also subject to certain adjustments. The above mentioned general escrow amount is to be disbursed in tranches based on certain adjustments. Prior to the transaction, NAC may sell its interests in Noble Petro Inc. to a third party or transfer to a subsidiary of Noble Group. As of November 14, 2017, under the terms of amendment, the parties agreed to sell NAC to Vitol as part of the base consideration. As of November 27, 2017, a second amendment was made to agreement. As per the amendment, the consideration would amount to approximately $1.446 billion, comprising the base consideration of approximately $213 million as at 1 July 2017, and the net working capital of approximately $1.233 billion as at 30 June 2017. After deducting the indebtedness of approximately $836 million as at 30 June 2017, the cash proceeds from the disposal would be $610 million. In the event of termination of the transaction, Noble Group shall be required to pay a termination fee of $40 million to Vitol, however under the circumstances that the deal is terminated in lieu of material breach by Noble Group; the termination fee will be $20 million. As of June 30, 2017, Noble Americas' book value was $1.1 billion. Completion of the transaction is subject to the passing at a general meeting of Noble Group of a resolution to approve the transaction; any applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the transaction having been expired or been terminated; approval by the Ecuadorian Superintendency of Market Power Control, approval by the Columbian Superintendency of Industry and Commerce, approval under Chile’s protection of free competition law, approval by the South Korean Fair Trade Commission, authorization from the Mexican Federal Competition Commission; the dissolution of Noble Chartering Corp. and Stamports Inc. (wholly-owned subsidiaries of NAC), the sale of Noble Americas' interests in EIG Harbour Energy Advisor, LP and MR Coal Marketing & Trading, LLC to Noble Group and all required consents under the Noble Americas' secured borrowing base credit facility for the transaction having been obtained. As of November 14, 2017, under the terms of amendment, the parties agreed to remove certain conditions which are as follows: the receipt of regulatory approvals by (a) the Columbian Superintendency of Industry and Commerce required under, amongst others, Columbia’s competition law, and (b) the South Korean Fair Trade Commission required under South Korea’s Monopoly Regulation and Fair Trade Act. As of November 14, 2017, Federal Trade Commission granted early termination notice on the transaction. The interest in MR Coal could also be distributed to Noble Group instead of sale. As of November 27, 2017, a Special General Meeting of Noble Group Limited will be held wherein the shareholders will be asked to vote in favor of the transaction. As of November 29, 2017, the special general meeting will be held on December 15, 2017.The transaction is expected to be completed before February 1, 2018, if not, the agreement will be terminated. Net proceeds are expected to reduce indebtedness of Noble Group. Andrews Kurth Kenyon LLP, Skadden, Arps, Slate, Meagher & Flom LLP and Vinson & Elkins LLP are acting as legal advisors to Vitol in the transaction. Chelsea Phua of Klareco Communications, Candice Adam of Argentus PR and Martin Debelle of Citadel-MAGNUS acted as PR advisors for Nobel Group. Oliver Smith, Darren M. Schweiger, Thomas D. Malinowsky , Michael Senders, Meyer C. Dworkin, Michael Fan, Rachel D. Kleinberg, Jean M. McLoughlin, Timothy John Durbin, Counsel Mary K of MarksDavis Polk & Wardwell London LLP acted as legal advisors for Noble Group Limited.