Form 8-K PARAGON OFFSHORE PLC For: Nov 17

Article Stock Quotes (1)

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 4/19/2024

1. NFLX
2. INFY
3. ISRG
4. TSM
5. SNV

6. SPY
7. JWN
8. BX
9. SLB
10. PPG

Top News Most Read Special Reports

November 19, 2014 5:02 PM EST

E-mail

�

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

�

FORM 8-K

�

CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): November�17, 2014

�

PARAGON OFFSHORE plc

(Exact name of Registrant as specified in its charter)

�


England and Wales	�	001-36465	�	98-1146017
(State or other jurisdiction�of incorporation or organization)	�	(Commission file number)	�	(I.R.S. employer identification number)

3151 Briarpark Drive, Suite 700 Houston, Texas			�	77042
(Address of principal executive offices)			�	(Zip code)

Registrant�s telephone number, including area code: +1 832 783 4000

�

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

�

�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

�

�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

�

�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

�

�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

�

Item�1.01

Entry into a Material Definitive Agreement.

On November�17, 2014, Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales (the �Company�), purchased an aggregate of 52,749,014 ordinary shares (the �Initial Shares�) of Prospector Offshore Drilling S.A., a public limited liability company (soci�t� anonyme) incorporated under the laws of Luxembourg and publicly traded on the Oslo Axess market (�Prospector�) in exchange for 14.50 Norwegian Kroner (�NOK�) per Initial Share, or NOK 764,860,703�million in the aggregate (or approximately US $112.5 million based on an exchange rate of one United States dollar to NOK 6.80). In connection with the acquisition of the Initial Shares, the Company entered into share purchase agreements (collectively, the �SPAs� and each an �SPA�) with several sellers (collectively, the �Sellers,�) with respect to an aggregate of 44,808,452 of the Initial Shares and purchased an additional 7,940,562 of the Initial Shares through privately arranged transactions. In addition, following the purchase of the Initial Shares, certain other shareholders of Prospector sold an additional 35,713,562 ordinary shares of Prospector (the �Additional Shares� and, together with the Initial Shares, the �Shares�) to the Company in privately arranged transactions for the same price per Additional Share as the price paid by the Company for the Initial Shares. The trade date for all of the acquired Shares was November�17, 2014, with settlement and clearance having occurred in accordance with the ordinary procedures of Oslo Axess on November�19, 2014. In the aggregate, the Shares represent approximately 93.5% of the issued and outstanding ordinary shares of Prospector. The Company funded the aggregate purchase price for the Shares with cash on hand and borrowings under its revolving credit facility.

Prospector owns and operates two high specification Friede and Goldman JU-2000E jackups, Prospector 1 and Prospector 5, contracted to Total S.A. for use in the United Kingdom sector of the North Sea. Prospector has three additional JU-2000E jackups under construction at the Shanghai Waigaoqiao Shipbuilding (SWS) yard in China, the same yard that delivered Prospector 5. These three units, Prospector 6, Prospector 7 and Prospector 8, have published delivery dates of December 2014,�September 2015 and March 2016. Prospector has disclosed an option to delay the delivery of Prospector 6 by up to 4 months. All three rigs are being constructed on a non-recourse basis with no parent company guarantees. Each of the JU-2000E units are heavy-duty, harsh environment jackups capable of operating in water depths up to 400 feet, with derricks rated for static hook loads of 2,000,000 pounds, and maximum variable deck loads of 14,300,000 pounds.

The Company has requested the board of directors of Prospector to convene a general meeting of shareholders of Prospector to elect three new persons designated by the Company to the board of directors of Prospector. The Company is required to carry out a mandatory tender offer for the remaining ordinary shares of Prospector at no less than the same price per ordinary share as the price paid by the Company for the Shares in accordance with laws of Luxembourg and Norway. There is no assurance that any or all of the remaining ordinary shares of Prospector will be tendered to the Company in the tender offer. To the extent additional ordinary shares of Prospector are tendered in the tender offer, the Company expects to fund the acquisition of such shares with cash on hand and borrowings under its revolving credit facility.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this current report constitute �forward-looking statements� within the meaning of the U.S. federal securities laws. These statements reflect management�s current expectations regarding future events and speak only as of the date of this current report. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance and will not necessarily be accurate indications of whether or not, or the times at or by which, events will occur. Actual performance may differ materially from that expressed or implied in such statements. Although the forward-looking statements contained in this current report are based upon what are believed to be reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward-looking statements, and the differences may be material. These forward-looking statements are made as of the date of this current report and, except as expressly required by applicable law, the Company assumes no obligation to update or revise them to reflect new events or circumstances.

This current report does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.

Item�7.01

Regulation FD Disclosure.

On November�17, 2014, the Company issued a press release announcing the Company�s acquisition of the Initial Shares. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On November�17, 2014, the Company issued a second press release announcing the acquisition of the Additional Shares. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

As of the close of the Oslo Axxes market on November�18, 2014, the Company had acquired an additional 3,446,513 ordinary shares of Prospector. Following the settlement of these acquisitions, the Company will own in excess of 95% of the issued and outstanding ordinary shares of Prospector (91,909,089 ordinary shares of Prospector, in aggregate) and intends to commence a squeeze out of the remaining issued and outstanding ordinary shares of Prospector as soon as permitted under the laws of Luxembourg.

The information presented in this Item�7.01 to this Current Report on Form 8-K is being furnished in accordance with Rule 101(e)(1) under Regulation FD and shall not be deemed to be �filed� for purposes of Section�18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

�

Item�9.01

Financial Statements and Exhibits.

�

(d)

Exhibits.

�


EXHIBIT NUMBER	�	�	��	DESCRIPTION

10.1	�	�	��	Form of Share Purchase Agreement, dated November 17, 2014, between Paragon Offshore plc and each seller party thereto.

99.1	�	�	��	Press Release dated November 17, 2014

99.2	�	�	��	Press Release dated November 17, 2014

SIGNATURES

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

�


	�	�	Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales

Date: November 19, 2014	�	�		�

	�	�	By:	�	/s/ Steven A. Manz
	�	�	Name:	�	Steven A. Manz
	�	�	Title:	�	Senior Vice President and Chief Financial Officer

INDEX TO EXHIBITS

�


EXHIBIT NUMBER	��	�	��	DESCRIPTION

10.1	��	�	��	Form of Share Purchase Agreement, dated November�17, 2014, between Paragon Offshore plc and each seller party thereto.

99.1	��	�	��	Press Release dated November�17, 2014

99.2	��	�	��	Press Release dated November�17, 2014

Exhibit 10.1

SHARE PURCHASE AGREEMENT

by and between

PARAGON OFFSHORE PLC

and

[SELLER NAME]

November�17, 2014

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this �Agreement�), dated November�17, 2014, is entered into between [SELLER NAME], [[an individual residing at [ADDRESS / COMPANY NUMBER]]{OR}[a [JURISDICTION OF ORGANIZATION] [TYPE OF ENTITY], [ADDRESS / COMPANY NUMBER]] (the �Seller�), and Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales (the �Buyer�).

WHEREAS, Seller owns [NUMBER] ordinary shares, having a par value of USD $0.01 (the �Shares�), of Prospector Offshore Drilling S.A., a public limited liability company (soci�t� anonyme) incorporated under the laws of Luxembourg, having its registered address at 6 rue Eug�ne Ruppert, L-2453 Luxembourg, registered with the Luxembourg trade and companies register with number B. 153772 (the �Company�) and publicly traded on the Oslo Axess;

WHEREAS, [Nordic Construction Barges I AS, Nordic Construction Barges II AS, Ferncliff TIH 1 AS, Solan Capital AS, QVT Fund IV LP, QVT Fund V LP, Quintessence Fund L.P., Sabaro Investments Limited, S.D. Standard Drilling PLC] and Seller (collectively, the �Seller Group�) have deposited an aggregate of 44,808,453 shares of the Company, including the Shares, into blocked client trading accounts with [�� ] on or before the date hereof;

WHEREAS, the Seller Group and Swedbank AB have arranged privately negotiated purchases by Buyer of at least 6,587,739 additional shares of the Company, upon terms, as to price per share, no less favorable to Buyer as the purchase of Shares hereunder;

WHEREAS, each of Glen R�dland and Gunnar Hvammen, in their capacity as a director and member of the board of directors of the Company, has entered into that certain cooperation letter agreement with Buyer dated as of the date hereof; and

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section�2), Seller shall sell, transfer and assign to Buyer, and

�

Buyer shall purchase from Seller, the Shares with full title guarantee, free from all Encumbrances (as defined in Section�5(d)) and together with all rights attached or accruing to them at a price per share of NOK 14.50 (the �Trade�) via the Norwegian securities depository system of Verdipapirsentralen ASA (�VPS�) with delivery and settlement taking place on November�19, 2014 through Swedbank AB in accordance with the ordinary settlement and clearing procedures of the VPS for trading on the Oslo Axess (the �Settlement�). The aggregate purchase price for the Shares shall be NOK 14.50 (the �Purchase Price�).

2. Closing. Subject to the terms and conditions contained in this Agreement, the execution of the Trade contemplated hereby (the �Closing�) shall take place simultaneously with the execution and delivery of this Agreement remotely at 08:00 a.m., Oslo time, on November�17, 2014 (the �Closing Date�), or on such other date as Buyer and Seller may mutually agree upon in writing.

3. Authorization. Upon execution of this Agreement, the parties hereto hereby authorize and instruct [Swedbank AB][Swedbank AB and Deutsche Bank AG, London Branch] to immediately execute the Trade and effect Closing upon receipt of e-mail confirmation containing a PDF copy of the executed Agreement from Mr.�Einar Greve, on behalf of the Seller, and Viggo Bang-Hansen or Audun Bondkall of Advokatfirmaet Schj�dt AS, on behalf of the Buyer.

4. Closing Deliverables.

(i) Subject to the terms and conditions set forth herein, at the Closing, Seller will deliver to Buyer a certified copy of the Seller�s company certificate or equivalent document[, a certified copy of the Seller�s resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby,]¹ and a certified copy of a power of attorney of the Seller demonstrating the authority of the individual who executes this Agreement and any other agreement, certificate or document related hereto or executed in connection herewith on behalf of Seller.

(b) Subject to the terms and conditions set forth herein, at the Closing, Buyer will deliver:

(i) to Swedbank AB, the Purchase Price for delivery through VPS to Seller in connection with the Settlement; and

(ii) to Seller, a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are (A)�the articles of

�

¹�	Note: Included only in the Agreement for S.D. Standard Drilling PLC.

�

association of Buyer; (B)�true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and (C)�a certificate respecting the incumbency and true signatures of the officers who execute this Agreement and any other agreement, certificate or document related hereto or executed in connection herewith on behalf of Buyer.

5. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer, on and as of the date hereof that:

(a) Seller is a [TYPE OF ENTITY] duly organized, validly existing and in good standing under the laws of [JURISDICTION].

(b) Seller has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. Seller has obtained all necessary [corporate/company/partnership] approvals for the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and (assuming due authorization, execution and delivery by Buyer) constitutes Seller�s legal, valid and binding obligation, enforceable against Seller in accordance with its terms.

(c) The authorized share capital of the Company consists of 39,664,848,292 shares of capital stock, par value USD $0.01, of which 94,596,708 shares are issued and outstanding. The Company has outstanding options that, upon exercise, entitle the holders thereof to 7,990,500 ordinary shares of the Company (the �Options�). Notwithstanding the Options, there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the share capital of the Company or obligating Seller or the Company to issue or sell any shares of the share capital of, or any other interest in, the Company. The Company does not have outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.

(d) The Shares have been duly authorized, are validly issued, fully paid, and are owned of record, legally and beneficially by Seller, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (�Encumbrances�). Upon consummation of the transactions contemplated by this Agreement, Buyer shall own the Shares, free and clear of all Encumbrances. The Shares are not subject to any preemptive, participation, rights of first refusal or other similar rights.

�

(e) The execution, delivery and performance by Seller of this Agreement do not conflict with, violate or result in the breach of, or create any Encumbrance on the Shares pursuant to, Seller�s charter (or other governing documents) or any material agreement, instrument, order, judgment, decree, law or governmental regulation to which Seller is a party or is subject or by which the Shares are bound.

(f) No governmental, administrative or other third party consents or approvals are required by or with respect to Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(g) There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Seller, threatened against or by Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(h) No broker, finder or investment banker is entitled to any brokerage, finder�s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller for which Buyer would have any liability or exposure.

(i) [Seller confirms that all material information relating to the Company that is known to Seller or of which Seller should have knowledge, has been publicly disclosed.]²[Seller has no knowledge of material information relating to the Company that has not been publicly disclosed.]³

6. Representation and Warranties of Buyer. Buyer hereby represents and warrants to Seller, on and as of the date hereof that:

(a) Buyer is a public limited company incorporated under the laws of England and Wales duly organized and validly existing under the laws of England and Wales.

(b) Buyer has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.

�

²�	Note: Included only in Agreements with Nordic Construction Barges I AS, Nordic Construction Barges II AS and Solan Capital AS.

³�	Note: Included in Agreements with all other Sellers.

�

(c) No governmental, administrative or other third party consents or approvals are required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(d) There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(e) No broker, finder or investment banker is entitled to any brokerage, finder�s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer for which Seller would have any liability or exposure.

7. Survival. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Closing hereunder; provided, however, that the representations and warranties contained in Section�5(i) above shall only remain valid until the earlier of: (i)�the approval of the Company�s 2014 annual audited accounts by shareholders of the Company and (ii)�November�17, 2015.

8. Further Assurances. Following the Closing, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

9. Time of the Essence. Time is of the essence for all times, dates and periods specified in this Agreement or substituted for them.

10. Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

11. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a �Notice�) shall be in writing and addressed to the parties at the addresses set forth below (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a)�upon receipt by the receiving party, and (b)�if the party giving the Notice has complied with the requirements of this Section�11.

�


If�to�Buyer,�to:	��

	��	Paragon Offshore plc
	��	20-22 Bedford Row
	��	London, WC1R 4JS, United Kingdom
	��	Attention: Steve Manz, Chief Financial Officer
	��	Facsimile No.: +1.832.415.0352
	��	Email: [email protected]

	��	with copies (which shall not constitute notice) to:

	��	Paragon Offshore Services LLC
	��	3151 Briarpark Drive, Suite 700
	��	Houston, Texas 77042
	��	Attention: Legal
	��	Facsimile No.: +1.832.415.0352
	��	Email: [email protected]

	��	and

	��	Mayer Brown LLP
	��	700 Louisiana, Suite 3400
	��	Houston, Texas 77002
	��	Attention: William T. Heller IV
	��	Facsimile No.: (713) 238-4618
	��	Email: [email protected]

If�to�Seller,�to:	��

	��	[SELLER NAME]
	��	[ADDRESS]
	��	Attention:
	��	Facsimile No.:
	��	Email:

	��	with copies (which shall not constitute notice) to:

	��	[NAME]
	��	[ADDRESS]
	��	Attention:
	��	Facsimile No.:
	��	Email:

�

or to such other person or address as a party may designate for itself by notice given as herein provided.

12. Entire Agreement. This Agreement hereto constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

13. Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

14. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

15. Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

16. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

�

17. Governing Law; Submission to Jurisdiction. This Agreement and the rights and obligation of the parties including all non-contractual obligations arising under or in connection with this Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any claim, dispute or difference arising out of or in connection with this Agreement and/or any non-contractual obligation arising in connection with this Agreement. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

18. Agent for Service of Process. The Seller hereby agrees to irrevocably appoint Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX (or such other agent for service of process as selected by the Seller; provided, however, that the Seller provides the Buyer with prompt written notice of the registered name and address of such agent) within fourteen (14)�days of the date of this Agreement as its agent for service of process in relation to any proceedings in connection with this Agreement. Service on such agent shall be deemed to be valid service upon the Seller whether or not it is forwarded to and received by the Seller. Nothing in this Section�18 shall affect the right to serve process in any other manner permitted by law.

19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

�

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

�


BUYER:

Paragon Offshore plc

By:	�	�
	�	Steven A. Manz
	�	Senior Vice President and
	�	Chief Financial Officer

[SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT]


SELLER:

[SELLER NAME]

By:	�	�
Name:	�	�
Title:	�	�

[SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT]

Exhibit 99.1

�

Paragon Offshore plc

3151 Briarpark Drive

Suite 700

Houston, Texas 77042

�

PRESS RELEASE

PARAGON OFFSHORE ANNOUNCES ACQUISITION OF A MAJORITY STAKE IN PROSPECTOR OFFSHORE

HOUSTON, November�17, 2014 � Paragon Offshore plc (�Paragon�) (NYSE: PGN) today reported that it has acquired 52,749,014 shares of Prospector Offshore Drilling S.A., a publicly traded offshore drilling company listed on Oslo Axess (�Prospector�) (OSE: PROS). Paragon acquired the shares at a price of 14.50 Norwegian kroner (NOK) per share, or $2.13 per share based on the exchange rate of one United States dollar to 6.80 NOK. Following this transaction, Paragon owns a total of 52,749,014 shares of Prospector, equal to 55.8 percent of the outstanding shares of Prospector. Paragon intends to launch a mandatory tender offer for the remaining outstanding shares of Prospector within four weeks as mandated by applicable Luxembourg and Norwegian law. In addition, Paragon will request the board of directors of Prospector to convene a general meeting of the Prospector shareholders to elect three new Paragon designated directors to the Prospector board.

Prospector owns and operates two high specification Friede and Goldman JU-2000E jackups contracted to Total S.A. for use in the United Kingdom sector of the North Sea. The first unit, Prospector 1, is contracted until September 2016 at a dayrate of $185,000 and the second unit, Prospector 5, is contracted for three years following contract commencement at a dayrate of $218,000. Combined, the contracts have backlog of $384 million. Both contracts contain customer options for an additional term (three years and two years, respectively) at the same dayrates. Prospector has three additional JU-2000E jackups under construction at the Shanghai Waigaoqiao Shipbuilding (SWS) yard in China, the same yard that delivered Prospector 5. These three units, Prospector 6, Prospector 7 and Prospector 8, have published delivery dates of December 2014,�September 2015 and March 2016. Prospector has the option to delay the delivery of Prospector 6 by up to 4 months. The three rigs are being constructed on a non-recourse basis with no parent company guarantees. Each of the JU-2000E units are heavy-duty,

harsh environment jackups capable of operating in water depths up to 400 feet, with derricks rated for static hook loads of 2,000,000 pounds, and maximum variable deck loads of 14,300,000 pounds.

�The acquisition of the majority of the outstanding shares of Prospector Offshore is a significant step in Paragon�s long-term strategy to upgrade our fleet,� said Randall D. Stilley, President and Chief Executive Office of Paragon. �The inclusion of Prospector�s existing rigs into Paragon�s fleet reduces our average rig age, upgrades our technical capabilities, and adds backlog with a key customer in an important operating region where Paragon already has economies of scale. Furthermore, the rigs under construction provide optionality for future growth. We look forward to launching the tender for the remaining shares of Prospector as quickly as possible.�

Paragon�s advisors on the transaction are Swedbank.

Conference Call

Paragon also scheduled a teleconference and webcast related to its acquisition of shares in Prospector on Monday, November�17, 2014, at 10:30 a.m. U.S. Central Standard Time. The teleconference can be accessed from the U.S. and Canada by dialling 1-855-307-2986, or internationally by dialling 1-508-938-6940, and using access code: 34857448. Interested parties may also listen to the webcast through a link posted on Paragon�s website at www.paragonoffshore.com, under �Events�& Presentations� in the �Investor Relations� section of the website.

A telephonic replay of the conference call will be available on Monday, November�17, 2014, beginning at approximately 3:00 p.m. U.S. Central Standard Time, through Tuesday, December�2, 2014, ending at approximately 11:00 p.m. U.S. Central Standard Time. The phone number for the conference call replay is 1-855-859-2056 or, for calls from outside of the U.S., 1-404-537-3406, using access code: 34857448.�A replay of the conference call will also be available on Paragon�s website at www.paragonoffshore.com, under �Events�& Presentations� in the �Investor Relations� section of the website.

�

About Paragon Offshore

Paragon is a global provider of standard specification offshore drilling rigs. Paragon�s drilling fleet consists of standard specification rigs and includes 34 jackups and eight floaters (five drillships and three semisubmersibles). Paragon�s primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon�s principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales with company number 08814042 and registered office at 20-22 Bedford Row, London, WC1R 4JS, England. Additional information is available at www.paragonoffshore.com.

Forward-Looking Disclosure Statement

This release contains forward-looking statements. Statements regarding statements related to the anticipated mandatory tender offer, the time frame in which it is expected to occur, the expected benefits of the proposed acquisition, the future financial performance of the assets after the proposed acquisition, and the contract backlog, revenue, condition or performance, contract commitments, dayrates, contract commencements, contract extensions or renewals of Prospector�s fleet, as well as any other statements that are not historical facts in this release, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to risks associated with the general nature of the oil and gas industry, risks associated with the operation of Paragon as a separate, publicly traded company, actions by regulatory authorities, customers and other third parties, and other factors detailed in the �Risk Factors� section of Paragon�s registration statement on Form 10 as filed with the SEC on July�14, 2014, in Paragon�s Quarterly Report on Form 10-Q for the fiscal quarter ended September�30, 2014, and in Paragon�s other filings with the SEC, which are available free of charge on the SEC�s website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.

�

For additional information, contact:

�


For�Investors�&�Media:	��	Lee M. Ahlstrom
	��	Senior Vice President � Investor Relations, Strategy and Planning
	��	+1.832.783.4040

	��	-or-

	��	Henrik Kulseng-Hanssen
	��	Corporate Finance � Swedbank (advisor)
	��	+47 9201 6850

�

Exhibit 99.2

�

Paragon Offshore plc

3151 Briarpark Drive

Suite 700

Houston, Texas 77042

��

LOGO

PRESS RELEASE

PARAGON OFFSHORE UPDATES SHARE POSITION IN PROSPECTOR OFFSHORE AND ANNOUNCES OSLO INVESTOR PRESENTATION

HOUSTON, November�17, 2014 � Earlier today, Paragon Offshore plc (�Paragon�) (NYSE: PGN) reported that it acquired 52,749,014 shares of Prospector Offshore Drilling S.A., a publicly traded offshore drilling company listed on Oslo Axess (�Prospector�) (OSE: PROS). Paragon acquired the shares at a price of 14.50 Norwegian kroner (NOK) per share, or $2.13 per share based on the exchange rate of one United States dollar to 6.80 NOK.

Subsequent to this initial acquisition, Paragon has acquired an additional 35,713,562 shares in Prospector at the same price of 14.50 Norwegian kroner (NOK) per share, or $2.13 per share based on the exchange rate of one United States dollar to 6.80 NOK. Following this transaction, Paragon owns a total of 88,462,576 shares of Prospector, equal to 93.5 percent of the outstanding shares of Prospector. Paragon reiterated its intent to launch a mandatory tender offer for the remaining outstanding shares of Prospector within four weeks.

In addition to the conference call detailed below, Paragon will host a presentation for investors and analysts on Tuesday, November�18, 2014 in Oslo, Norway at the Hotel Continental. The presentation will take place at 2:00 p.m. Central European Time and interested parties should contact Mr.�Kulseng-Hanssen, whose contact details are contained in the release, to indicate attendance. The presentation will not be webcast.

Paragon�s advisors on the transaction are Swedbank.

Conference Call

Paragon also scheduled a teleconference and webcast related to its acquisition of shares in Prospector on Monday, November�17,�2014, at 10:30 a.m. U.S. Central Standard Time. The teleconference can be accessed from the U.S. and Canada by dialling 1-855-307-2986, or

internationally by dialling 1-508-938-6940, and using access code: 34857448. Interested parties may also listen to the webcast through a link posted on Paragon�s website at www.paragonoffshore.com, under �Events�& Presentations� in the �Investor Relations� section of the website.

About Paragon Offshore

Forward-Looking Disclosure Statement

�

include but are not limited to risks associated with the general nature of the oil and gas industry, risks associated with the operation of Paragon as a separate, publicly traded company, actions by regulatory authorities, customers and other third parties, and other factors detailed in the �Risk Factors� section of Paragon�s registration statement on Form 10 as filed with the SEC on July�14, 2014, in Paragon�s Quarterly Report on Form 10-Q for the fiscal quarter ended September�30, 2014, and in Paragon�s other filings with the SEC, which are available free of charge on the SEC�s website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.

For additional information, contact:

�


For�Investors & Media:	��	Lee M. Ahlstrom Senior Vice President � Investor Relations, Strategy and Planning
	��	+1.832.783.4040

	��	-or-

	��	Henrik Kulseng-Hanssen
	��	Corporate Finance - Swedbank (advisor)
	��	+47 9201 6850

�

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

Create E-mail Alert Related Categories

SEC Filings

Sign up for StreetInsider Free!

Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!

Form 8-K PARAGON OFFSHORE PLC For: Nov 17

You May Also Be Interested In

Create E-mail Alert Related Categories

Sign up for StreetInsider Free!

Free News Feed