Maersk Drilling merger with Noble

Davis Polk is advising Maersk Drilling on its primarily all-stock merger with Noble Corporation to create a world class offshore drilling company. The transaction will be implemented by way of a merger of Noble Corporation with and into a wholly owned subsidiary of a U.K.-incorporated holding company for the combined group (“Topco”), and a Danish voluntary tender exchange offer to Maersk Drilling shareholders by Topco pursuant to which such shareholders will exchange each Maersk Drilling share for 1.6137 Topco shares.  Each Maersk Drilling shareholder will have the ability to elect cash consideration for up to $1,000 of their Maersk Drilling shares, payable in DKK, subject to an aggregate cash consideration cap of $50 million. 

Pursuant to the terms of the business combination agreement, upon closing of the transaction, the Maersk Drilling shareholders and the Noble shareholders will each own approximately 50% of the outstanding shares of Topco, and those shares will be listed on both the NYSE and Nasdaq Copenhagen.  The transaction is subject to Noble shareholder approval, acceptance of the exchange offer by holders of at least 80% of Maersk Drilling shares, merger clearance and other regulatory approvals, listing on the NYSE and Nasdaq Copenhagen, and other customary conditions. The transaction is targeted to close in mid-2022.

With more than 45 years of experience operating in the most challenging offshore environments, Maersk Drilling provides responsible drilling services to energy companies worldwide. Maersk Drilling owns and operates a fleet of 19 offshore drilling rigs and specializes in harsh environment and deepwater operations. Headquartered in Denmark, Maersk Drilling employs around 2,400 people. Noble is a leading offshore drilling contractor for the oil and gas industry that, together with its predecessors, has been engaged in the contract drilling of oil and gas wells since 1921. Noble performs, through its subsidiaries, contract drilling services with a fleet of 20 offshore drilling units, consisting of 12 drillships and semisubmersibles and eight jack-ups focused largely on ultra-deepwater and high-specification jack-up drilling opportunities in both established and emerging regions worldwide.

The Davis Polk corporate team includes partner Will Pearce, counsel Connie I. Milonakis and associates Charlie Burrell, Catherine Liu and Alexander W. Simmonds. Counsel Aryeh Ethan Falk and Aaron Ferner are providing finance and restructuring advice. Counsel Stephen I. Brecher is providing executive compensation advice. Partner Jonathan Cooklin and counsel Dominic Foulkes are providing tax advice. Members of the Davis Polk team are based in the London, New York and Washington DC offices.