UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of report (date of earliest event reported): August 6, 2015
Paragon Offshore plc
(Exact name of Registrant as specified in its charter)
 
England and Wales
001-36465
98-1146017
(State or other jurisdiction
of incorporation or organization)
(Commission file number)
(I.R.S. employer
identification number)
 
3151 Briarpark Drive, Suite 700
Houston, Texas
77042
 
 
(Address of principal executive offices)
(Zip code)
 
 
 
 
 
Registrant’s telephone number, including area code: +44 20 330 2300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
¨
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On August 6, 2015, Paragon Offshore plc (the “Company”) received a letter from The New York Stock Exchange (the “NYSE”) notifying it that the Company is not currently in compliance with the continued listing standards set forth in Section 802.01C of the NYSE's Listed Company Manual because, for 30 consecutive trading days, the average closing price for the Company’s common shares was below the minimum $1.00 per share. The notice does not have an immediate effect on the listing of the Company’s common shares, and the Company’s common shares will continue to trade on the NYSE under the symbol “PGN,” subject to the Company's compliance with the other continued listing requirements.
The Company intends to notify the NYSE of its intent to cure this non-compliance within 10 business days of its receipt of the NYSE notice of non-compliance. The Company has 180 days, or until February 8, 2016, to regain compliance with the NYSE’s minimum share price requirement. The Company can regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period the Company’s common shares have a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of such month. Notwithstanding the foregoing, if the Company determines that we must cure the price condition by taking an action that will require approval of its shareholders, the Company may also regain compliance by: (i) obtaining the requisite shareholder approval by no later than the Company’s next annual meeting and (ii) implementing the action promptly thereafter; provided that the price of the Company’s common shares promptly exceeds $1.00 per share, and the price remains above the level for at least the following 30 trading days. In the event the Company receives notice that its common shares are being delisted, the NYSE’s rules permit the Company to appeal any delisting determination by the NYSE’s staff to a hearings panel.
The Company actively monitors the price of its common shares and will consider all available options to regain compliance with the NYSE’s continued listing standards.

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
 
EXHIBIT NUMBER
 
DESCRIPTION
99.1
Press Release of Paragon Offshore plc, dated August 7, 2015






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Paragon Offshore plc
 
 
 
Date: August 7, 2015
By:
 
/s/ Steven A. Manz
 
Name:
 
Steven A. Manz
 
Title:
 
Senior Vice President & Chief Financial Officer






INDEX TO EXHIBITS
EXHIBIT NUMBER
 
DESCRIPTION
99.1
Press Release of Paragon Offshore plc, dated August 7, 2015








PRESS RELEASE

PARAGON OFFSHORE RECEIVES CONTINUED LISTING
STANDARDS NOTICE FROM NYSE

HOUSTON, August 7, 2015 - Paragon Offshore plc (“Paragon”) (NYSE: PGN) today announced that it had received a letter from The New York Stock Exchange (the “NYSE”) notifying it that, for 30 consecutive trading days, the price for Paragon’s common shares was below the minimum $1.00 per share requirement for continued listing on the NYSE under Item 802.01C of the NYSE’s Listed Company Manual. This notice does not have an immediate effect on the listing of Paragon’s common shares, and Paragon’s common shares will continue to trade on the NYSE under the symbol “PGN.”

Paragon has 180 days, or until February 8, 2016, to regain compliance with the NYSE’s minimum share price requirement. Paragon can regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period Paragon’s common shares have a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of such month. Notwithstanding the foregoing, if Paragon determines that it must cure the price condition by taking an action that will require approval of its shareholders, Paragon may also regain compliance by: (i) obtaining the requisite shareholder approval by no later than Paragon’s next annual meeting, and (ii) implementing the action promptly thereafter; provided that the price of Paragon’s common shares promptly exceeds $1.00 per share, and the price remains above the level for at least the following 30 trading days. In the event Paragon receives notice that its common shares are being delisted, the NYSE’s rules permit Paragon to appeal any delisting determination by the NYSE’s staff to a hearings panel.
Paragon intends to maintain the listing of its common shares on the NYSE and will consider all available options to regain compliance with the NYSE’s continued listing standards.
Forward-Looking Disclosure Statement
This release contains forward-looking statements. Statements regarding the future price of Paragon’s common shares, intention and/or ability to maintain the listing of its common shares on the NYSE, as well as any other statements that are not historical facts in this release, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to risks associated with the general nature of the oil and gas industry, risks associated with the operation of Paragon as a separate, publicly traded





company, actions by regulatory authorities, customers and other third parties, and other factors detailed in the "Risk Factors" section of Paragon's annual report on Form 10-K for the fiscal year ended December 31, 2014, Paragon’s most recently filed report on Form 10-Q, and in Paragon's other filings with the SEC, which are available free of charge on the SEC's website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.
About Paragon Offshore
Paragon is a global provider of offshore drilling rigs. Paragon’s operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon’s primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon’s principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales with company number 08814042 and registered office at 20-22 Bedford Row, London, WC1R 4JS, England. Additional information is available at www.paragonoffshore.com.
For additional information, contact:
For Investors        Lee M. Ahlstrom
& Media:         Senior Vice President - Investor Relations, Strategy and Planning
+1.832.783.4040