May 23, 2014
Via EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Paragon Offshore Limited |
| Registration Statement on Form S-1 (File No. 333-192999) |
| Application for Withdrawal of Registration Statement |
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Paragon Offshore Limited (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the Registrant’s Registration Statement on Form S-1 (File No. 333-192999), together with all amendments thereto, which the Registrant initially filed with the Commission on December 20, 2013 (the “Registration Statement”).
In light of current public market conditions, the Registrant has determined not to proceed with the proposed initial public offering of the securities to be registered under the Registration Statement at this time. Because the proposed offering will not occur, the Registrant believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) of the Securities Act.
The Registrant confirms that no securities have been or will be distributed, issued or sold in connection with the initial public offering for which the Registration Statement was filed. Furthermore, the Registration Statement was not declared effective by the Commission.
The Registrant acknowledges that no refund will be made for fees paid to the Commission in connection with filing of the Registration Statement. The Registrant, however, respectfully requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use should the Registrant proceed with the filing of a subsequent registration statement meeting the requirements of Rule 457(p) promulgated under the Securities Act.
It is the Registrant’s understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date that it is filed with the Commission unless, within fifteen calendar days after such date, the Registrant receives notice from the Commission that this application will not be granted.
May 23, 2014
Should you have any questions regarding the foregoing application for withdrawal of the Registration Statement or if withdrawal will not be granted, please contact Hillary H. Holmes of Baker Botts L.L.P. at (713) 229-1508.
| Sincerely, |
| /s/ Randall D. Stilley |
| Randall D. Stilley |
| President and Chief Executive Officer |
| cc: | Todd Strickler |
| Paragon Offshore Limited |
| Hillary H. Holmes |
| Baker Botts L.L.P. |