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): September 3, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 3, 2015, Paragon Offshore plc (together with its affiliates, the “Company”) borrowed approximately $332 million under our Senior Secured Revolving Credit Agreement, dated June 17, 2014, by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties party thereto (the “Revolving Credit Facility”), which represented substantially all of the remaining undrawn amount that was available to the Company under the Revolving Credit Facility. The Company intends to use these funds to preserve and enhance the Company’s liquidity and financial flexibility.
As of September 3, 2015, following the completion of this borrowing, the aggregate principal amount of borrowings under the Revolving Credit Facility were approximately $697 million, in addition to approximately $93 million of letters of credit, and the Company’s current cash balance was approximately $734 million. The Revolving Credit Facility has a term of five years and matures in July 2019. Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at either (i) an adjusted London Interbank Offered Rate, plus an applicable margin ranging between 0.50% to 1.50%, depending on the Company’s leverage ratio, or (ii) a base rate plus an applicable margin ranging between 0.50% to 1.50%. For more information about the Revolving Credit Facility, see the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission, which discussion of the Revolving Credit Facility is incorporated herein by reference.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this current report constitute “forward-looking statements” within the meaning of the U.S. federal securities laws. These statements reflect management’s current expectations regarding future events and speak only as of the date of this current report. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance and will not necessarily be accurate indications of whether or not, or the times at or by which, events will occur. Actual performance may differ materially from that expressed or implied in such statements. Although the forward-looking statements contained in this current report are based upon what are believed to be reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward-looking statements, and the differences may be material. These forward-looking statements are made as of the date of this current report and, except as expressly required by applicable law, the Company assumes no obligation to update or revise them to reflect new events or circumstances.
    

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
 
EXHIBIT NUMBER
 
DESCRIPTION
99.1
—
Press Release of Paragon Offshore plc, dated September 3, 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: September 3, 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 September 3, 2015








Paragon Offshore plc
3151 Briarpark Drive Suite 700
Houston, Texas 77042
 

PRESS RELEASE


PARAGON OFFSHORE ANNOUNCES BORROWING OF SUBSTANTIALLY ABLL REMAINING CAPACITY UNDER SENIOR SECURED REVOLVING CREDIT FACILITY

HOUSTON, September 3, 2015 - Paragon Offshore plc (“Paragon”) (NYSE: PGN) announced today that it had borrowed approximately $332 million under its senior secured revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties party thereto, which represented substantially all of the remaining undrawn amount that was available to Paragon under the senior secured revolving credit facility. Following the completion of this borrowing, Paragon’s aggregate principal amount of borrowings under the senior secured revolving credit facility were approximately $697 million, in addition to approximately $93 million of letters of credit, and Paragon’s current cash balance was approximately $734 million. Paragon intends to use these funds to preserve and enhance Paragon’s liquidity and financial flexibility.
Forward-Looking Disclosure Statement
This release contains forward-looking statements. Statements regarding Paragon’s use of funds, 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, 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