Travers Smith LLP has acted as English law and UK tax counsel to Noble Corporation (NYSE: NE) on the business combination with Maersk Drilling (CSE: DRLCO) to create a leading offshore driller with global scale and a combined pro-forma revenue of c.$2.1 billion. The combined company will be headquartered in Houston, Texas, and will maintain a significant operating presence in Stavanger, Norway.
The transaction will be implemented by way of (i) a merger of Noble with and into a wholly owned subsidiary of Noble Finco Limited, a private limited company formed under the laws of England and Wales and an indirect, wholly owned subsidiary of Noble ("Topco"), and (ii) a Danish voluntary tender exchange offer by Topco to Maersk Drilling shareholders.
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. It is targeted to close in mid-2022.
The Travers Smith team was led by Corporate Partners Richard Spedding and Mohammed Senouci alongside Senior Counsel Mark Anderson. UK tax input was led by Tax Partners Jessica Kemp and Madeleine Gowlett, assisted by Senior Associate Joseph Sheldrick.
Kirkland & Ellis is international counsel to Noble, with Plesner providing Danish advice. Davis Polk & Wardwell and Gorrissen are legal counsel to Maersk Drilling.