On July 11, 2014, Noble Corporation plc (NYSE: NE) announced that its board of directors 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. Noble first announced its plan to separate Noble’s standard specification business in September 2013. 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 under the symbol “PGN.”

In connection with the spin-off, Paragon executed debt financings of approximately $1.73 billion, including a private offering of senior notes under Rule 144A and a term loan financing. Paragon also entered into an $800 million revolving credit facility.

Following the spin-off, Noble will own and operate one of the most modern, versatile and technically advanced fleets in the offshore drilling industry. The 35 rig post-spin fleet, consisting of 20 semisubmersibles and drillships and 15 jackups, will focus largely on ultra-deepwater and high-specification jack-up drilling opportunities in both established and emerging regions worldwide. Noble’s shares are traded on the New York Stock Exchange under the symbol “NE.”

Baker Botts represented Noble in the transaction.

Baker Botts Lawyers/Office Involved: David Emmons (Partner, Dallas); Derek Green (Partner, Houston); Hillary Holmes (Partner, Houston); Chad Burkhardt (Partner, Dallas); Shalla Prichard (Partner, Houston); Eric Winwood (Partner, Dallas); Chad McCormick (Partner, Houston); Preston Bernhisel (Senior Associate, Dallas); Rachael Lichman (Senior Associate, Houston)

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