Deal Description: On March 26, 2021, Shelf Drilling Holdings, Ltd. (the “Company”), a wholly owned subsidiary of Shelf Drilling, Ltd. (“Shelf Drilling”), closed an offering of $310 million aggregate principal amount of its 8.875% Senior Secured First Lien Notes due 2024 (the “Notes”) in a Rule 144A offering that is exempt from the registration requirements of the U.S. Securities Act of 1933 (the “Offering”). The Notes were issued at an issue price of 98.082% and will mature on November 15, 2024. The Notes are guaranteed by Shelf Drilling and certain of the Company’s subsidiaries that guarantee its existing indebtedness and will be secured by a first-priority lien on substantially all of the assets of the Company and the subsidiary guarantors.

The Company intends to use the net proceeds from the Offering to repay and terminate its revolver, cash collateralize bank guarantees issued under the revolver, redeem or repurchase all of the outstanding 8.75% Senior Secured Notes due 2024 and for general corporate purposes.

Shelf Drilling is a leading international shallow water offshore drilling contractor engaged in the provision of equipment and services for the drilling, completion and workover of offshore oil and natural gas wells. Shelf Drilling was founded in 2012 and has established itself as a leader within its industry through its fit-for-purpose strategy and close working relationship with industry leading clients. Shelf Drilling’s shares are listed on the Oslo Stock Exchange.

Issuer: Shelf Drilling Holdings, Ltd.

Outside Counsel to the Initial Purchasers: Baker Botts L.L.P.

Principal Baker Botts Lawyers/Office Involved:

• Corporate: Jim Marshall (Partner, Houston); Justin Hoffman (Partner, Houston); Garrett Hughey (Associate, Houston); Malakeh Hijazi (Associate, Houston); Princess Rogers (Associate, Houston)
• Finance: Luke Weedon (Partner, Dallas); Clint Culpepper (Special Counsel, Austin); Timothy Coxon (Special Counsel, New York); Regan Vicknair (Associate, Houston)
• Tax: Derek Green (Partner, Houston); Katie McEvilly (Senior Associate, Houston)
• Environmental: Matthew Kuryla (Partner, Houston); Harrison Reback (Senior Associate, Houston)

ABOUT BAKER BOTTS L.L.P.
Baker Botts is an international law firm whose lawyers practice throughout a network of offices around the globe. Based on our experience and knowledge of our clients' industries, we are recognized as a leading firm in the energy, technology and life sciences sectors. Since 1840, we have provided creative and effective legal solutions for our clients while demonstrating an unrelenting commitment to excellence. For more information, please visit bakerbotts.com.