Shelf Drilling (North Sea), Ltd. (OB:SDNS) entered into an asset purchase agreement to acquire Five jack-up rigs for approximately $380 million on June 23, 2022. Five rigs includes Noble Hans Deul, Noble Houston Colbert, Noble Lloyd Noble, Noble Sam Hartley and Noble Sam Turner. The Acquisition was financed by (i) Cash contributions by the Company's previous sole shareholder, Shelf Drilling, to the Company, (ii) the Private Placement, and (iii) the Debt Issue.

As part of the Acquisition, Shelf Drilling (through its subsidiary Shelf Drilling Holdings, Ltd.) contributed $120 million by way of proceeds from the abovementioned private placement in addition to cash reserves on hand. In June 2022, the Company received a $40 million capital contribution from SDHL which was used to make a $37.5 million deposit in an escrow account in accordance with the terms of the Acquisition agreement. Acquisition was subject to, amongst other conditions, approval of the UK Competition and Markets Authority (CMA).

On September 1, 2022, the CMA announced the completion of the review and approval of the Acquisition. The completion of the Acquisition was also contingent on the Business Combination between Noble and Maersk Drilling announced on November 10, 2021 being completed or announced unconditional. The closing of the transaction is expected to occur near the end of the third quarter of 2022.

Sian Williams, David Emmons, Sheena McCaffrey, Derek Green and Graham Brough of Baker Botts L.L.P. acted as legal advisor to Noble Corporation Plc.