Statement of Ownership (sc 13g)
November 03 2014 - 4:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ) *
PARAGON
OFFSHORE PLC
(Name of
Issuer)
Ordinary
Shares, par value $0.01 per share
(Title
of Class of Securities)
G6S01W108
(CUSIP
Number)
October
24, 2014
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
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o |
Rule 13d-1(b) |
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x |
Rule 13d-1(c) |
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o |
Rule 13d-1(d) |
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*The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The information
required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
Page 1
of 10 pages
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CUSIP No. |
G6S01W108 |
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| 1. |
Names
of Reporting Persons. |
Ryan
Heslop |
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I.R.S.
Identification Nos. of above persons (entities only). |
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| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a)
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(b)
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| 3. |
SEC
Use Only |
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| 4. |
Citizenship
or Place of Organization |
United
States |
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| Number
of |
5. |
Sole
Voting Power |
0 |
| Shares
Bene- |
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| ficially
owned |
6. |
Shared
Voting Power |
4,256,768 |
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Each |
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| Reporting |
7. |
Sole
Dispositive Power |
0 |
| Person
With: |
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8. |
Shared
Dispositive Power |
4,256,768 |
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| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
4,256,768 |
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| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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| 11. |
Percent
of Class Represented by Amount in Row (9) |
5.0% |
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| 12. |
Type
of Reporting Person (See Instructions) IN |
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Page 2 of 10 pages
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CUSIP No. |
G6S01W108 |
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| 1. |
Names
of Reporting Persons. |
Ariel
Warszawski |
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I.R.S.
Identification Nos. of above persons (entities only). |
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| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a)
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(b)
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| 3. |
SEC
Use Only |
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| 4. |
Citizenship
or Place of Organization |
United
States |
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| Number
of |
5. |
Sole
Voting Power |
0 |
| Shares
Bene- |
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| ficially
owned |
6. |
Shared
Voting Power |
4,256,768 |
| by
Each |
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| Reporting |
7. |
Sole
Dispositive Power |
0 |
| Person
With: |
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8. |
Shared
Dispositive Power |
4,256,768 |
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| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
4,256,768 |
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| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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| 11. |
Percent
of Class Represented by Amount in Row (9) |
5.0% |
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| 12. |
Type
of Reporting Person (See Instructions) IN |
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Page 3 of 10 pages
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CUSIP No. |
G6S01W108 |
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| 1. |
Names
of Reporting Persons. |
Firefly
Value Partners, LP |
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I.R.S.
Identification Nos. of above persons (entities only). |
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| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a)
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(b)
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| 3. |
SEC
Use Only |
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| 4. |
Citizenship
or Place of Organization |
Delaware |
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| Number
of |
5. |
Sole
Voting Power |
0 |
| Shares
Bene- |
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| ficially
owned |
6. |
Shared
Voting Power |
4,256,768 |
| by
Each |
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| Reporting |
7. |
Sole
Dispositive Power |
0 |
| Person
With: |
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8. |
Shared
Dispositive Power |
4,256,768 |
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| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
4,256,768 |
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| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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| 11. |
Percent
of Class Represented by Amount in Row (9) |
5.0% |
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| 12. |
Type
of Reporting Person (See Instructions) PN |
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Page 4 of 10 pages
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CUSIP No. |
G6S01W108 |
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| 1. |
Names
of Reporting Persons. |
FVP
GP, LLC |
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I.R.S.
Identification Nos. of above persons (entities only). |
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| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a)
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(b)
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| 3. |
SEC
Use Only |
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| 4. |
Citizenship
or Place of Organization |
Delaware |
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| Number
of |
5. |
Sole
Voting Power |
0 |
| Shares
Bene- |
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| ficially
owned |
6. |
Shared
Voting Power |
4,256,768 |
| by
Each |
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|
| Reporting |
7. |
Sole
Dispositive Power |
0 |
| Person
With: |
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8. |
Shared
Dispositive Power |
4,256,768 |
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| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
4,256,768 |
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| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
o |
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| 11. |
Percent
of Class Represented by Amount in Row (9) |
5.0% |
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| 12. |
Type
of Reporting Person (See Instructions) OO |
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Page 5 of 10 pages
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CUSIP No. |
G6S01W108 |
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| 1. |
Names
of Reporting Persons. |
Firefly
Management Company GP, LLC |
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I.R.S.
Identification Nos. of above persons (entities only). |
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| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a)
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(b)
x |
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| 3. |
SEC
Use Only |
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| 4. |
Citizenship
or Place of Organization |
Delaware |
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| Number
of |
5. |
Sole
Voting Power |
0 |
| Shares
Bene- |
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| ficially
owned |
6. |
Shared
Voting Power |
4,256,768 |
| by
Each |
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|
| Reporting |
7. |
Sole
Dispositive Power |
0 |
| Person
With: |
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8. |
Shared
Dispositive Power |
4,256,768 |
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| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
4,256,768 |
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| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
o |
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| 11. |
Percent
of Class Represented by Amount in Row (9) |
5.0% |
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| 12. |
Type
of Reporting Person (See Instructions) OO |
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Page 6 of 10 pages
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CUSIP No. |
G6S01W108 |
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| 1. |
Names
of Reporting Persons. |
FVP
Master Fund, L.P. |
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I.R.S.
Identification Nos. of above persons (entities only). |
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| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a)
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(b)
x |
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| 3. |
SEC
Use Only |
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| 4. |
Citizenship
or Place of Organization |
Cayman
Islands |
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| Number
of |
5. |
Sole
Voting Power |
0 |
| Shares
Bene- |
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| ficially
owned |
6. |
Shared
Voting Power |
4,256,768 |
| by
Each |
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|
| Reporting |
7. |
Sole
Dispositive Power |
0 |
| Person
With: |
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8. |
Shared
Dispositive Power |
4,256,768 |
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| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
4,256,768 |
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| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
o |
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| 11. |
Percent
of Class Represented by Amount in Row (9) |
5.0% |
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| 12. |
Type
of Reporting Person (See Instructions) PN |
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Page 7 of 10 pages
Item 1.
| (a) |
The
name of the issuer is Paragon Offshore PLC. (the “Issuer”). |
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| (b) |
The
principal executive office of the Issuer is located at 3151 Briarpark Drive Suite 700, Houston, Texas 77042. |
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| Item
2. |
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| (a) |
This statement (the “Statement”)
is being filed by: (i) FVP Master Fund, L.P., a Cayman Islands exempted limited partnership (“FVP Master Fund”),
(ii) Firefly Value Partners, LP, a Delaware limited partnership (“Firefly Partners”), which serves as the
investment manager of FVP Master Fund, (iii) FVP GP, LLC, a Delaware limited liability company (“FVP GP”),
which serves as the general partner of FVP Master Fund, (iv) Firefly Management Company GP, LLC, a Delaware limited liability
company (“Firefly Management”), which serves as the general partner of Firefly Partners, and (v) Messrs. Ryan
Heslop and Ariel Warszawski, the managing members of FVP GP and Firefly Management (all of the foregoing, collectively,
“Reporting Persons”). FVP Master Fund is a private investment vehicle formed for the purpose of investing
and trading in a wide variety of securities and financial instruments. FVP Master Fund directly owns all of the shares
reported in this Statement. Messrs. Heslop and Warszawski, Firefly Partners, Firefly Management and FVP GP may be deemed
to share with FVP Master Fund voting and dispositive power with respect to such shares. Each Reporting Person disclaims
beneficial ownership with respect to any shares other than those owned directly by such Reporting Person.
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| (b) |
The Principal Business
Office of FVP Master Fund is:
c/o dms Corporate Services,
Ltd.
P.O. Box 1344
dms House
20 Genesis Close
Grand Cayman, KY1-1108
Cayman Islands
The Principal Business Office
of Messrs. Heslop and Warszawski, Firefly Partners, FVP GP and Firefly Management is:
601 West 26th
Street, Suite 1520, New York, NY 10001
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| (c) |
For
citizenship information see item 4 of the cover sheet of each Reporting Person. |
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(d)
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This
Statement relates to the Common Stock of the Issuer. |
| (e) |
The
CUSIP Number of the Common Stock of the Issuer is G6S01W108.
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| Item
3. If this statement is filed pursuant to 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
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| (a) |
o |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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| (b) |
o |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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| (c) |
o |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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| (d) |
o |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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| (e) |
o |
An
investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
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| (f) |
o |
An
employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
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| (g) |
o |
A
parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); |
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| (h) |
o |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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| (i) |
o |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3); |
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| (j) |
o |
Group,
in accordance with 240.13d-1(b)(1)(ii)(J); |
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See Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2. The percentage ownership of each Reporting Person is based on 84,753,393 shares of Common Stock outstanding as of August 4, 2014, as reported in the Issuer’s quarterly report on Form 10-Q filed on August 29, 2014, for the quarter ended June 30, 2014.
| Item 5. | Ownership of Five Percent
or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following o.
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| Item
6. |
Ownership of
More than Five Percent on Behalf of Another Person. |
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Not applicable. |
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|
Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
| |
|
| |
Not applicable. |
| |
|
| Item 8. |
Identification and Classification of
Members of the Group. |
| |
|
| |
Not applicable. |
| |
|
| Item 9. |
Notice of Dissolution of Group. |
| |
|
| |
Not applicable. |
| |
|
| Item 10. |
Certification. |
| |
|
| (a) |
Not applicable. |
| |
|
| (b) |
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect. |
Page 9
of 10 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated:
November 3, 2014
| |
|
|
| /s/ Ryan Heslop |
|
|
| Ryan Heslop |
|
| |
|
| Ariel Warszawski |
|
| Firefly
Value Partners, LP |
|
| FVP GP, LLC |
|
| Firefly Management Company
GP, LLC |
|
| FVP Master Fund, L.P. |
|
| |
|
| By: |
/s/ Ariel Warszawski |
|
|
Ariel Warszawski, for himself
and as Managing Member
of FVP GP (for itself and as general partner of FVP
Master Fund) and Firefly Management (for itself
and as
general partner of Firefly Partners) |
|
EXHIBIT INDEX
| Exhibit No. |
| Document |
| | 1 |
| Joint Filing Agreement, dated November 3, 2014, among Ryan Heslop, Ariel Warszawski, Firefly Value Partners, LP, FVP GP, LLC, Firefly Management Company GP, LLC and FVP Master Fund, L.P. to file this joint statement on Schedule 13G. |
| EXHIBIT
99.1 |
| |
| JOINT
FILING AGREEMENT |
| |
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect
to the Ordinary Shares of Paragon Offshore PLC, and further agree that this Joint Filing Agreement be included as an Exhibit
to such joint filing.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G
and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein;
provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other
party, unless such party knows or has reason to believe that such information is inaccurate.
IN WITNESS
WHEREOF, the undersigned hereby execute this Agreement as of November 3, 2014.
|
| |
|
|
| |
/s/ Ryan Heslop |
|
| |
Ryan Heslop |
| |
|
| |
Ariel Warszawski |
| |
Firefly Value Partners, LP |
| |
FVP GP, LLC |
| |
Firefly Management Company GP, LLC |
| |
FVP Master Fund, L.P. |
| |
|
| |
By: |
/s/ Ariel Warszawski |
|
| |
Ariel Warszawski, for himself and as Managing Member
of FVP GP (for itself and as general partner of FVP Master
Fund) and Firefly Management (for itself and as general
partner of Firefly Partners) |