On April 30, 2014, Noble Corporation updated its plans regarding the spin-off of Paragon Offshore. Noble announced its plans to effect the spin-off as a dividend of 100 percent of the shares of Paragon to Noble’s shareholders some time during the third quarter of 2014. This strategy, always a possibility in the overall separation, replaces the originally discussed proposal to offer a percentage of shares under an Initial Public Offering followed by a dividend of remaining shares in the future. The spin-off of 100 percent of the shares of Paragon accelerates the separation of the two companies compared to the original IPO/dividend strategy.
On June 10, 2014, Noble's shareholders approved an amendment of the Articles of Association of Noble to permit, but not require, Noble's Board of Directors to declare and pay one or more interim dividends of some or all of the ordinary shares of Paragon Offshore, Noble's wholly-owned subsidiary and/or any successor subsidiary of Noble owning any portion of Noble's standard specification assets to Noble's shareholders.
On July 11, 2014, Noble’s board of directors approved the spin-off of Paragon Offshore from Noble Corporation. Subject to the satisfaction of the conditions to the spin-off, the distribution is expected to occur on August 1, 2014.
On August 4, 2014, Paragon Offshore announced the completion of its spin-off from Noble into a separate, publicly-traded company that owns and operates standard specification offshore drilling rigs.
Following the close of business in New York on August 1, 2014, Noble distributed to its shareholders 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 were issued; however, shareholders who would otherwise have been entitled to receive a fractional Paragon share in the distribution instead received cash in lieu of that fractional share.
Paragon ordinary shares began “regular-way” trading under the symbol “PGN” on the New York Stock Exchange on August 4, 2014.
What Does This Mean for Noble Shareholders?
If you owned shares of Noble as of the record date to be established by Noble’s board of directors, you will automatically receive shares in Paragon Offshore on the dividend payment date. The exchange ratio is one Paragon ordinary share for every three Noble ordinary shares owned. No fractional shares will be awarded; rather, investors will receive a cash payment for any fractional shares owed. Immediately following the dividend, shareholders in Noble will have the same percentage ownership in Paragon Offshore, even though the total number of shares owned in each company will be different since Paragon Offshore will not have the same number of total shares outstanding as Noble does.
Noble shareholders will continue to own the same number of shares in Noble after the dividend as they did before the dividend, as well as the Paragon Offshore shares that will be distributed as a dividend.
We urge you to consult our Registration Statement on Form 10, which has not yet been declared effective by the Securities and Exchange Commission, Click Here to Open, and read “Risk Factors—Risks Related to This Offering and Ownership of Our Shares.”
- September 24, 2013: Noble announced a plan to create an independent standard specification drilling company
- October 25, 2013: Noble received its requested Private Letter Ruling from the United States Internal Revenue Service for the spin-off
- February 4, 2014: Noble named Randall D. Stilley as President and Chief Executive Officer of the spin-off and announced the name of the company as Paragon Offshore
- April 22, 2014: Noble announced Steven A. Manz as Senior Vice President and Chief Financial Officer of Paragon Offshore
- April 30, 2014: Noble announced its plans to proceed with spin-off of Paragon Offshore through a 100 percent dividend of Paragon shares to Noble shareholders
- June 10, 2014: Noble’s shareholders approved the spin-off transaction at Noble’s Annual General Meeting
- July 11, 2014: Noble Corporation Board of Directors Approves Spin-Off of Paragon Offshore; Sets July 23 Record Date and August 1 Distribution Date
- August 1, 2014: Noble Corporation Completes Distribution of Paragon Offshore shares
- August 4, 2014: Paragon Offshore plc began trading as a separate public company on the New York Stock Exchange under the ticker symbol “PGN.” Ex-dividend date for Noble shareholders.