Noble Corporation plc’s board of directors has approved the spin-off of Paragon Offshore plc, a wholly-owned subsidiary of Noble, through a pro rata distribution of an aggregate of 84,753,393 Paragon ordinary shares to the holders of Noble ordinary shares.
Noble shareholders will receive one ordinary share of Paragon for every three ordinary shares of Noble held at 5:00 p.m., New York City time, on the record date of the distribution, July 23, 2014. No fractional Paragon shares will be issued; however, shareholders entitled to receive a fractional Paragon share in the distribution will instead receive the cash value of that fractional share. Subject to the satisfaction of the conditions to the spin-off, the distribution is expected to occur on August 1, 2014.
Following the distribution of the Paragon ordinary shares, Paragon will be a separate, publicly traded company, and Noble will not retain any ownership interest in Paragon. Paragon has applied to list its ordinary shares on the New York Stock Exchange (NYSE) under the symbol “PGN.”
“The successful launch of Paragon is an important strategic step for Noble,” said David Williams, Chairman, President and Chief Executive Officer, Noble Corporation.
“Noble will exit this process with a top tier fleet, a substantial contract backlog and a sharp focus on the high-specification drilling market, elements that when joined with our exceptional crews position Noble as a leader in the business for many years to come. At the same time, Paragon is positioned to excel in the standard specification drilling sector, with well-maintained and efficient rigs, highly-competent crews, a strong customer base and a talented management team.”
Noble has obtained private letter rulings from the U.S. Internal Revenue Service and expects to obtain an opinion of tax counsel, in each case, substantially to the effect that, based on certain facts, assumptions, representations, and covenants, and subject to certain limitations set forth therein, for U.S. federal income tax purposes, the distribution of Paragon ordinary shares generally will be tax-free to U.S. holders of Noble ordinary shares, other than with respect to any cash received in lieu of fractional share interests, which generally will be taxable to such holders as capital gains.
No action is required by Noble shareholders in order to receive Paragon ordinary shares in the distribution. Noble shareholders entitled to receive Paragon ordinary shares in the distribution will receive a book-entry account statement reflecting their ownership of Paragon ordinary shares, or their brokerage account will be credited for such shares.
Noble expects that a “when-issued” public trading market for Paragon ordinary shares will start on the NYSE on or about July 23, 2014 under the symbol “PGN WI” and will continue through the distribution date. Noble also anticipates that “regular way” trading of Paragon ordinary shares will begin on the first trading day following the distribution date.
Beginning on or about July 23, 2014, and through the distribution date, it is expected that there will be two ways to trade Noble ordinary shares, either with or without the right to receive Paragon ordinary shares in the distribution. Noble shareholders who sell their Noble ordinary shares in the “regular-way” market (that is, the normal trading market on the NYSE under the symbol “NE”) prior to the distribution date will be selling their right to receive Paragon ordinary shares in the distribution. Noble shareholders who sell their Noble ordinary shares in the anticipated “ex-distribution” market under the symbol “NE WI” (that is, without the right to receive Paragon ordinary shares in the distribution) after the record date and on or prior to the distribution date will not be selling their right to receive Paragon ordinary shares in the distribution.
Barclays Capital Inc. is acting as financial advisor to Noble in connection with the spin-off. Baker Botts L.L.P. and Travers Smith LLP are acting as legal advisors to Noble in connection with the spin-off.
Press Release, July 14, 2014