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NE > SEC Filings for NE > Form 8-K on 5-Aug-2014All Recent SEC Filings

Show all filings for NOBLE CORP PLC

Form 8-K for NOBLE CORP PLC


5-Aug-2014

Entry into a Material Definitive Agreement, Completion of Acquisition or Dispositi


Item 1.01 Entry into a Material Definitive Agreement.

On August 1, 2014, Noble Corporation plc, a public limited company incorporated under the laws of England and Wales ("Noble"), completed the previously announced separation and spin-off of its standard specification offshore drilling business (the "Spin-off") through a pro rata distribution of all of the ordinary shares of its wholly-owned subsidiary, Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales ("Paragon Offshore"), to the holders of Noble ordinary shares (the "Distribution").

In connection with the Spin-off, Noble or its subsidiaries entered into several definitive agreements with Paragon Offshore or its subsidiaries that, among other things, set forth the terms and conditions of the Spin-off and provide a framework for Paragon Offshore's relationship with Noble after the Spin-off, including the following agreements:

Master Separation Agreement;

Tax Sharing Agreement;

Employee Matters Agreement;

Transition Services Agreement relating to services Noble and Paragon Offshore will provide to each other on an interim basis; and

Transition Services Agreement relating to Noble's offshore Brazil operations.

Master Separation Agreement

On July 31, 2014, Noble Corporation, a Cayman Islands company and an indirect, wholly-owned subsidiary of Noble ("Noble Cayman"), entered into a Master Separation Agreement with Paragon Offshore, which provides for, among other things, the Distribution and the transfer to Paragon Offshore of assets and the assumption by Paragon Offshore of liabilities relating to Paragon Offshore's business and the responsibility of Noble for liabilities related to Noble's, and in certain limited cases, Paragon Offshore's, business. The Master Separation Agreement identifies which assets and liabilities constitute Paragon Offshore's business and which assets and liabilities constitute Noble's business. In general, the assets and liabilities of Paragon Offshore's business are those related to the standard specification rigs that Paragon Offshore operates.

The Master Separation Agreement provides for cross-indemnities that generally will place the financial responsibility on Paragon Offshore and its subsidiaries for all liabilities associated with Paragon Offshore's current and historical businesses and operations (other than certain specified excluded liabilities), and generally will place on Noble Cayman and its subsidiaries (other than Paragon Offshore) the financial responsibility for liabilities associated with all of Noble's other current and historical businesses and operations, in each case regardless of the time those liabilities arise. The Master Separation Agreement also contains indemnification provisions under which Paragon Offshore and Noble Cayman each indemnify the other with respect to breaches of the Master Separation Agreement and certain ancillary agreements.

For liabilities arising from events occurring on or before the Distribution, the Master Separation Agreement contains a general release. Under this provision, Paragon Offshore will release Noble and its subsidiaries, successors and assigns, and Noble will release Paragon Offshore and its subsidiaries, successors and assigns, from any liabilities arising from events between Paragon Offshore or its subsidiaries on the one hand, and Noble or its subsidiaries (other than Paragon Offshore) on the other hand, occurring on or before the Distribution, including in connection with the activities to implement Paragon Offshore's separation from Noble. The general release does not apply to liabilities allocated between the parties under the Master Separation Agreement, the other separation agreements or to specified ongoing contractual arrangements.

The Master Separation Agreement also contains provisions relating to, among other matters, allocation of out-of-pocket costs and expenses incurred in connection with the separation, confidentiality and the exchange of information, the use and preservation of books and records, the settlement of intercompany balances, guarantees and surety bonds, preservation of legal privileges, insurance coverage for claims occurring prior to the Distribution and the resolution and arbitration of disputes arising under the Master Separation Agreement and other separation agreements.


The foregoing description of the Master Separation Agreement is not complete and is qualified in its entirety by reference to the full text of the Master Separation Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

Tax Sharing Agreement

On July 31, 2014, Noble entered into a Tax Sharing Agreement with Paragon Offshore, which governs the parties' respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes.

Under the Tax Sharing Agreement, Noble generally will be liable for and indemnify Paragon Offshore against all taxes attributable to the high specification drilling business and will be allocated all tax benefits attributable to such business. Paragon Offshore generally will be liable for and indemnify Noble against all taxes attributable to the standard specification drilling business and will be allocated all tax benefits attributable to such business. Generally, Paragon Offshore must reimburse Noble, and Noble must reimburse Paragon Offshore, for the use by one party of tax benefits allocated to the other party, provided, however, that payment for any such tax benefits arising prior to the Distribution and utilized in a tax year beginning before the Distribution generally shall be required only if the creation or use of such tax benefits results from a tax contest resolved after the Distribution.

Noble generally is responsible for preparing and filing all U.S. tax returns that include both taxes or tax benefits allocable to Noble and taxes or tax benefits allocable to Paragon Offshore, and Paragon Offshore generally is responsible for preparing and filing certain non-U.S. tax returns that include taxes or tax benefits allocable to Noble and taxes or tax benefits allocable to Paragon Offshore. Paragon Offshore also generally is responsible for preparing and providing to Noble pro forma portions of such U.S. tax returns that include only taxes and tax benefits allocable to Paragon Offshore. Noble generally is responsible for preparing and filing all tax returns that include only taxes or tax benefits allocable to Noble, and Paragon Offshore generally is responsible for preparing and filing all tax returns that include only taxes or tax benefits allocable to Paragon Offshore. However, Paragon Offshore generally is not permitted to take a position on any such tax return that is inconsistent with . . .



Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 1, 2014, in connection with the Spin-off, Noble shareholders received 100% of the outstanding ordinary shares (or 84,753,393 ordinary shares) of Paragon Offshore. Paragon Offshore is now an independent public company and its ordinary shares trade on the New York Stock Exchange under the symbol "PGN." In the Distribution, Noble shareholders received one ordinary share of Paragon Offshore for every three ordinary shares of Noble held at 5:00 p.m., New York City time, on July 23, 2014, the record date for the Distribution. The description of the Spin-off included under Item 1.01 and the Master Separation Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K are incorporated by reference into this Item 2.01.



Item 8.01 Other Events.

On August 4, 2014, Noble issued a press release announcing completion of the Spin-off. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.



Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma combined balance sheet of Noble as of March 31, 2014 and the unaudited pro forma combined statements of income of Noble for the three months ended March 31, 2014 and March 31, 2013 and for the years ended December 31, 2013, 2012 and 2011 are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 9.01.

(d) Exhibits

EXHIBIT
NUMBER                                       DESCRIPTION

 2.1       -    Master Separation Agreement, dated as of July 31, 2014, between Noble
                Corporation and Paragon Offshore plc.

10.1       -    Tax Sharing Agreement, dated as of July 31, 2014, between Noble
                Corporation plc and Paragon Offshore plc.

10.2       -    Employee Matters Agreement, dated as of July 31, 2014, between Noble
                Corporation and Paragon Offshore plc.

10.3       -    Transition Services Agreement, dated as of July 31, 2014, between
                Noble Corporation and Paragon Offshore plc.

10.4       -    Transition Services Agreement (Brazil), dated as of July 31, 2014,
                among Paragon Offshore do Brasil Limitada, Paragon Offshore
                (Nederland) B.V., Paragon Offshore plc, Noble Corporation, Noble Dave
                Beard Limited and Noble Drilling (Nederland) II B.V.

99.1       -    Press Release issued by Noble Corporation plc dated August 4, 2014.

99.2       -    Unaudited Pro Forma Combined Financial Statements of Noble
                Corporation plc.


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