Noble Corp Board of Directors approves spinoff of Paragon Offshore

Noble Corp has approved the spinoff of Paragon Offshore, a 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. “The successful launch of Paragon is an important strategic step for Noble,” said David Williams, Chairman, President and CEO of Noble. “Noble will exit this process with a top-tier fleet, a substantial contract backlog and a sharp focus on the high-specification drilling market, elements that, when joined with our exceptional crews, position Noble as a leader in the business for many years to come. At the same time, Paragon is positioned to excel in the standard-specification drilling sector, with well-maintained and efficient rigs, highly competent crews, a strong customer base and a talented management team.”

Noble shareholders will receive one ordinary share of Paragon for every three ordinary shares of Noble held at 5 pm EST on the record date of the distribution, 23 July 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 spinoff, the distribution is expected to occur on 1 August 2014.

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.”

The completion of the distribution is subject to the satisfaction or waiver of certain customary conditions, including declaration of effectiveness of the Paragon’s Registration Statement on Form 10 by the Securities and Exchange Commission, approval of Paragon ordinary shares for listing on the NYSE and other conditions described in the information statement.

Barclays Capital is acting as financial advisor to Noble in connection with the spinoff. Baker Botts and Travers Smith are acting as legal advisers to Noble in connection with the spinoff.