Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (date of earliest event reported): April 21, 2017




(Exact name of Registrant as specified in its charter)




England and Wales   001-36211   98-0619597

(State or other jurisdiction

of incorporation or organization)



file number)

  (I.R.S. employer
identification number)
Devonshire House, 1 Mayfair Place
London, England
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: +44 20 3300 2300



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ITEMS 1.02 (Termination of a Material Definitive Agreement) and 8.01 (Other Events).

Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company” or “Noble”), disclosed that on April 21, 2017, Paragon Offshore Limited plc (“Paragon”) filed an updated disclosure statement and a revised plan of reorganization (the “New Plan”) in its bankruptcy proceeding. Paragon was spun off from Noble on August 1, 2014 (the “spin-off”).

Paragon had previously sought approval of a pre-negotiated plan of reorganization (the “Prior Plan”) by filing for voluntary relief under Chapter 11 of the United States Bankruptcy Code in February 2016. As part of the Prior Plan, the Company entered into a settlement agreement with Paragon (the “Settlement Agreement”) under which, in exchange for a release of any and all claims that Paragon might have in connection with the spin-off, including fraudulent conveyance claims that could be brought on behalf of Paragon’s creditors, Noble agreed to provide certain bonding required in connection with Paragon’s Mexican tax obligations, in addition to assuming the administration of Mexican tax claims against Paragon for specified years and certain other obligations. The bonding to be provided by Noble was a key benefit to Paragon of the Settlement Agreement.

Under the New Plan, including Paragon’s revised business plan, Paragon will no longer need the Mexican tax bonding that Noble was to provide under the Settlement Agreement. As a result, the Settlement Agreement is no longer applicable to the anticipated ongoing business of Paragon. Consequently, Paragon has abandoned the Settlement Agreement as part of the New Plan, and the Settlement Agreement has been terminated effective as of April 21, 2017.

Noble continues to discuss its continuing relationship with Paragon, including the possibility of entering into a new settlement agreement. There can be no assurance that the Company will reach any settlement agreement with Paragon. If we do not enter into a settlement agreement with Paragon, we expect Paragon or its creditors would pursue claims against Noble in litigation relating to the spin-off, including any alleged fraudulent conveyance claims.

The Company continues to believe that Paragon, at the time of the spin-off, was properly funded, solvent, and with appropriate liquidity and that any fraudulent conveyance claim or other claim related to the spin-off that may be brought by Paragon or its creditors would be without merit and would be contested vigorously by the Company.


Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Noble Corporation plc, a public limited company incorporated under the laws of England and Wales
Date: April 24, 2017      

/s/ Adam C. Peakes

    Name:  Adam C. Peakes
    Title:    Senior Vice President and Chief Financial Officer