Amended Statement of Ownership (sc 13g/a)
February 17 2015 - 4:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1 ) *
PARAGON
OFFSHORE PLC
(Name
of Issuer)
Ordinary Shares,
par value $0.01 per share
(Title
of Class of Securities)
G6S01W108
(CUSIP
Number)
December
31, 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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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)
o |
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(b)
x |
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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 |
1,711,381 |
by
Each |
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Reporting |
7. |
Sole
Dispositive Power |
0 |
Person
With: |
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8. |
Shared
Dispositive Power |
1,711,381 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
1,711,381 |
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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) |
2.0% |
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12. |
Type
of Reporting Person (See Instructions) IN |
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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)
o |
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(b)
x |
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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 |
1,711,381 |
by
Each |
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Reporting |
7. |
Sole
Dispositive Power |
0 |
Person
With: |
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8. |
Shared
Dispositive Power |
1,711,381 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
1,711,381 |
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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) |
2.0% |
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12. |
Type
of Reporting Person (See Instructions) IN |
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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)
o |
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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 |
1,711,381 |
by
Each |
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Reporting |
7. |
Sole
Dispositive Power |
0 |
Person
With: |
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8. |
Shared
Dispositive Power |
1,711,381 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
1,711,381 |
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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) |
2.0% |
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12. |
Type
of Reporting Person (See Instructions) PN |
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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)
o |
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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 |
1,711,381 |
by
Each |
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|
Reporting |
7. |
Sole
Dispositive Power |
0 |
Person
With: |
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8. |
Shared
Dispositive Power |
1,711,381 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
1,711,381 |
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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) |
2.0% |
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12. |
Type
of Reporting Person (See Instructions) OO |
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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)
o |
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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 |
1,711,381 |
by
Each |
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|
Reporting |
7. |
Sole
Dispositive Power |
0 |
Person
With: |
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8. |
Shared
Dispositive Power |
1,711,381 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
1,711,381 |
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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) |
2.0% |
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12. |
Type
of Reporting Person (See Instructions) OO |
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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)
o |
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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 |
1,711,381 |
by
Each |
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|
Reporting |
7. |
Sole
Dispositive Power |
0 |
Person
With: |
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8. |
Shared
Dispositive Power |
1,711,381 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
1,711,381 |
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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) |
2.0% |
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12. |
Type
of Reporting Person (See Instructions) PN |
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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 amendment (this “Amendment”)
to the original statement filed on November 3, 2014 (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. |
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: |
(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); |
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 October 31, 2014, as reported in the Issuer's
quarterly report on Form 10-Q filed on November 11, 2014, for the quarter ended September 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 x.
Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
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Not
applicable. |
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company. |
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Not
applicable. |
Item 8. |
Identification
and Classification of Members of the Group |
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Not
applicable. |
Item 9. |
Notice
of Dissolution of Group |
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Not
applicable. |
(a) |
Not
applicable. |
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(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. |
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: February
17, 2015
|
/s/
Ryan Heslop |
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Ryan
Heslop |
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Ariel Warszawski |
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Firefly Value
Partners, LP |
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FVP GP, LLC |
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Firefly Management
Company GP, LLC |
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FVP Master
Fund, L.P. |
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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) |