Wednesday 30 April 2014

Noble Corporation Paragon spin-off

Noble Corporation updated its plan to spin-off Paragon Offshore.

Noble expects to effect the spin-off as a dividend of 100 percent of the shares of Paragon Offshore to Noble's shareholders during the third quarter of this year.

Paragon Offshore will own and operate most of Noble's current standard specification drilling business, including five drillships, three semisubmersibles, 34 jackups, and one FPSO.  The new company will also be responsible for the Hibernia platform operations.  Noble will continue to own and operate its high-specification assets with particular operating focus in deepwater and ultra-deepwater market segments for drillships and semisubmersibles and harsh environment and high-specification segments for jackups.

"The spin-off of Paragon Offshore to our shareholders will be an important milestone in Noble's transformation and will allow each company to have a more focused business and operational strategy.  The spin allows us to bring certainty to our shareholders and to both of the Noble and Paragon business organizations," said David W. Williams, Chairman, President and Chief Executive Officer of Noble.

"I am excited for the future of both Noble and Paragon Offshore. Noble can move forward as an industry-leading high specification and deepwater drilling company, and Paragon Offshore can better leverage its fleet and substantial backlog to focus on the drivers of its particular business segment. In light of financial market conditions, both generally and with respect to the equity markets for offshore drilling companies, we decided to eliminate the initial public offering and accelerate the completion of the separation transaction.

"Each company will have capable assets and great talent that will allow the two fleets to be optimally marketed and operated for the benefit of all shareholders."

The spin-off, which is expected to be tax-free to shareholders, will be subject to approval by Noble's shareholders at the upcoming annual general meeting.  Noble will also file a registration statement on Form 10, and the distribution will be subject to such registration statement being declared effective, as well as final board approval of the actual dividend and other customary matters.