As filed with the Securities and Exchange Commission on May 23, 2014
File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g)
of the Securities Exchange Act of 1934
Paragon Offshore Limited
(Exact name of registrant as specified in its charter)
| England and Wales | 98-1146017 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
Devonshire House, 1 Mayfair Place, London, England, W1J 8AJ
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: +44 20 3300 2300
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on which Each Class is to be Registered | |
| Ordinary Shares, par value $0.01 per share | The New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Cross-Reference Sheet Between the Information Statement and Items of Form 10
Information Included in the Information Statement and Incorporated by Reference into
the Registration Statement on Form 10
Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1.Business.
The information required by this item is contained under the sections of the information statement entitled “Questions and Answers About the Spin-Off,” “Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Spin-Off,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Where You Can Find More Information” and is incorporated herein by reference.
Item 1A.Risk Factors.
The information required by this item is contained under the sections of the information statement entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” and such sections of the information statement are incorporated herein by reference.
Item 2.Financial Information.
The information required by this item is contained under the sections of the information statement entitled “Summary,” “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and is incorporated herein by reference.
Item 3.Properties.
The information required by this item is contained under the section of the information statement entitled “Business—Properties” and is incorporated herein by reference.
Item 4.Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference.
Item 5.Directors and Executive Officers.
The information required by this item is contained under the section of the information statement entitled “Management” and is incorporated herein by reference.
Item 6.Executive Compensation.
The information required by this item is contained under the section of the information statement entitled “Executive Compensation” and is incorporated herein by reference.
Item 7.Certain Relationships and Related Transactions.
The information required by this item is contained under the section of the information statement entitled “Certain Relationships and Related Party Transactions” and is incorporated herein by reference.
Item 8.Legal Proceedings.
The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings” and is incorporated herein by reference.
Item 9.Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters.
The information required by this item is contained under the sections of the information statement entitled “Summary,” “The Spin-Off,” “Dividend Policy,” and “Description of Share Capital” and is incorporated herein by reference.
Item 10.Recent Sales of Unregistered Securities.
The information required by this item is contained under the section of the information statement entitled “Description of Certain Indebtedness” and is incorporated herein by reference.
Item 11.Description of Registrant’s Securities to be Registered.
The information required by this item is contained under the sections of the information statement entitled “The Spin-Off,” “Dividend Policy” and “Description of Share Capital” and is incorporated herein by reference.
Item 12.Indemnification of Directors and Officers.
The information required by this item is contained under the section of the information statement entitled “Description of Share Capital—Our Liability and Liability of Our Directors and Officers” and is incorporated herein by reference.
Item 13.Financial Statements and Supplementary Data.
The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements” and the financial statements referenced therein and is incorporated herein by reference.
Item 14.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 15.Financial Statements and Exhibits.
(a) Financial Statements
The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements” and the financial statements referenced therein and is incorporated herein by reference.
(b) Exhibits
The following documents are filed as exhibits hereto:
Exhibit | Exhibit Description | |
| 3.1** | Articles of Association of Paragon Offshore Limited | |
| 3.2* | Form of Articles of Association of Paragon Offshore plc | |
| 4.1* | Form of Credit Agreement | |
| 10.1* | Form of Master Separation Agreement | |
| 10.2* | Form of Employee Matters Agreement | |
| 10.3* | Form of Tax Sharing Agreement | |
| 10.4* | Form of Transition Services Agreement (Noble Corporation plc as provider) | |
| 10.5* | Form of Transition Services Agreement (Paragon Offshore plc as provider) | |
| 10.6* | Form of Paragon Offshore plc Long-Term Incentive Plan | |
| 21.1* | List of Subsidiaries | |
| 99.1** | Information Statement of Paragon Offshore plc, preliminary and subject to completion, dated as of May 23, 2014. | |
| 99.2** | Consent of Director Nominee (Robertson) | |
| 99.3** | Consent of Director Nominee (Stilley) | |
| * | To be filed by amendment. |
| ** | Filed herewith. |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 23, 2014 | Paragon Offshore Limited | |||||
| By: | /s/ Randall D. Stilley | |||||
| Name: | Randall D. Stilley | |||||
| Title: | President and Chief Executive Officer | |||||
EXHIBIT INDEX
Exhibit | Exhibit Description | |
| 3.1** | Articles of Association of Paragon Offshore Limited | |
| 3.2* | Form of Articles of Association of Paragon Offshore plc | |
| 4.1* | Form of Credit Agreement | |
| 10.1* | Form of Master Separation Agreement | |
| 10.2* | Form of Employee Matters Agreement | |
| 10.3* | Form of Tax Sharing Agreement | |
| 10.4* | Form of Transition Services Agreement (Noble Corporation plc as provider) | |
| 10.5* | Form of Transition Services Agreement (Paragon Offshore plc as provider) | |
| 10.6* | Form of Paragon Offshore plc Long-Term Incentive Plan | |
| 21.1* | List of Subsidiaries | |
| 99.1** | Information Statement of Paragon Offshore plc, preliminary and subject to completion, dated as of May 23, 2014. | |
| 99.2** | Consent of Director Nominee (Robertson) | |
| 99.3** | Consent of Director Nominee (Stilley) | |
| * | To be filed by amendment. |
| ** | Filed herewith. |